Ben 10: The Rewrite
by Spades231
Summary: It's 2015 and things look bleak for Ben as he's brought into a corner by Vilgax. With no options left he decides to sacrifice himself to take out the villain, little does he know what else he's done. Now after ending his life he awakens years earlier with memories of things to come, but how much will stay the same? And can he keep up the tough guy act while seeing familiar faces?
1. And Then There Were Ten

**A/N: **_Hey all! Yes thats right, i'm starting anothe story! Why? because im stumped with Spider-man and I really wanna write some Ben 10 right now. While your here, if your looking for a more romance focused Ben 10 story that has a little 'Bwen' I'll go ahead and recommend -Reminder- by Nate-Mihael. Also, no this story most likely won' t be Ben x Gwen, im likely looking at Ben x OC with a Gwen x Kevin. Anyway! ENJOY!_

**August 7th, 2015 Deep Space: 03:17**

The asteroid field nearby had him biting down hard on his split lip. His teeth duh into the flesh for several minutes until it became too irritating and he switched to something else… his already worn nails, the bags beneath his eyes seemed to only worsen the brighter the lights in the cockpit became, and the young plumber at his side was barely keeping his eyes open. The two had fallen into the most comfortable silence in the Milky Way until Ben burst out a Yelp pointing at the HUD of their ship. Across the blue map replicating the open void of space outside was a sole red dot that was thrice the size of their own ship. Before the young pilot could move Ben had already grabbed the speaker by his side and raised it to his mouth.

"Enemies at two O'clock be ready!" He turned and exited the cockpit, moving to grab two regulation suits in case they needed to move for a space walk. He grabbed two of the silver disks, intent to give one to his co-pilot, before he felt the sudden push against their ship. He could feel the crack form in the hull before he saw any signs of damage. He quickly pressed his own suit to his chest, becoming engulfed in the snug fitting space suit. He turned, ready to throw his co-pilots suit to him, when the hull tore open and the vacuum of space sucked them, and the other thirty or so members out and into the void. He saw his co-pilot, Danny, going blue in the face his eyes bloodshot as he flew out into the dark abyss.

Ben rotated, the small burst of air coming from his supply that was already frighteningly low permitting him to get his preferred orientation. His feet connected to a shielding plate from the hull of their ship, for all the good it had done them, and used it to springboard to one of the unmoving asteroids ahead.

Disk shaped drones began to encircle him, his shaking green eyes counted seven of them, and without even glancing at his preferred tool, his body was consumed in a green glow. His DNA altered as he grew seven feet taller, evening out at a solid twelve feet tall, sprouted an extra pair of arms and eyes and lost his nose. His four arms flexed as he bounced high into the air, latching his vice like grip into one of the drones, his added weight forcing it to spiral into another, and another, and another. Until he crashed back into the asteroid after destroying three pest and using the one still in his hands like a death frisbee to take out another. The remaining two closed in and their protruding laser cannons released sporadic burst of crimson energy, harmlessly they pressed against his skin, he'd long since gotten over the minor irritation they caused, but his sleep deprivation wasn't doing him many favors. The body of one drone slammed into him, it's crab like appendages tightly clamping ikon to him as it silently beeped into the vacuum of space before exploding. Smoke layered on the surface of the asteroid. The remaining drone began its scanning only for a red hand to erupt from the smoke, grab it by the lens, and apply enough pressure to crush it.

Ben looked over his newest fighting ring before retiring his attention to the scattered rebellion, the ship that had done this was in range and it's smaller collection droids had already scooped up his men. His moment of calm died young as a large cylindrical red tube stabbed into the asteroids surface and from it came another dozen of those worthless drones. His body flexed on reflex and he ran forward. Four drones came at him, and with a smirk he clothes lined them all before drop kicking the cylinder and using it like a bat to swat at the remaining pest, that is, before it blew up and sent him reeling.

His labored breathing seemed to grow worse as he sent another drone flying. The already red and orange device on his shoulder beeping erratically from prolonged use. His body was consumed by the red glow as he was dropped from his form as the ass kicking tetramand back into a beat up looking human. More drones kept pouring into the asteroid field and he could feel the oxygen reserves already running faint. All the crimson colored machines stopped suddenly however as the massive mother ship pulled up alongside the floating bit of space rock. As the brown haired fighter stared at the sliding doors of the airlock he already knew who would be stepping out. Tall green and ugly beyond belief. His hand went straight to his wrist. His final trump card was going to be needed.

The golden cape wearing squid head with pulsing red eyes stared angrily at the teen. His undulating tentacles giving away his distaste for the fact that the boy yet lived. And worse still, they boy lived with the help of the Omnitrix in his possession.

"Tennyson, even after all this time you persist to defy my rule. Pointless as it may be. The plumbers have fallen. Your allies have been captured. Your rebellions quelled. Yet you still remain. I don't even require the silly device any more, but I must ask...why do you still persist in opposing me?"

The artificial atmosphere that had been created for this little talk didn't give Ben much comfort. Knowing your arch rival and dictator of the universe was the one providing breathable air made you want to suffocate yourself a thousand times more than any other day. But Ben let a smile creep its way across his face, his hand making the final turn of the dial.

"Well...Vilagx, I guess...that...I keep fighting…because...I'm a...sore...loser...in the...worst...way…" as the final word left his lips he raised the pulsing red and orange watch high above his head as the orange electricity began coming off of it. The chimera sui generis let his eyes widened as he screamed out,

"No!"

For all the good it did him as in the blink of an eye...they were all consumed by the blast.

**June 3rd, 2005 Bellwood U.S.A: 14:28**

The brown haired boy stared down at the folded piece of paper, the majority of its folds making it a perfectly aero-dynamic sheet of processed wood, or a paper plane for the simple minded. His soft green eyes took in the sight before he blinked and looked up, at the front of the classroom he sat in was a woman, late thirties, single, history teacher, not horrible to look at from behind. His small hand came up to run his face. No scar running down his temple, no deep bags under his eyes, no extra five pound weight on his left wrist.

His thoughts on the matter died however as the bell rang, his head snapped up as all the kids around him began to file out, many of them happily chittering away at how they had all these cool events lined up.

"Benjamin."

He rose his head to the teacher at the front of the room who gave him an inquisitive stare. Her chocolate bribe eyes and subtly dark pink lips and smooth skin made her look younger, it also reminded him of some of the refugees they'd bring in and how some would be...appreciative…the memory made his shudder. He shook away the thought and quickly packed up his things before approaching her desk in the front.

"Benjamin is like you to know that I'll be teaching Summer School this year."

He had to think quick, he hadn't so much as seen this Jade in over nine years and now he had to answer her question in a potentially respectable manner?!

"Right, er, I'll keep that in mind Miss...Hale?" He knew it sounded to much like a question but he shook his head and left, he was being reprimanded so it was fine. And as if fate had come down and guided him he came out the same exit he had that same damn day ten years ago and saw Cash and J.T picking in poor, stupid, insufferable, little Jamie. He recalled himself ruining the lament of surprise the first time. His glory hog tendencies had that effect. His bitter smile would have appeared creepy to others as he acted before thinking and stroled up behind the two bullies. He may not have the watch yet, but dealing with bacteria rarely required the universe's most powerful diplomatic weapon. With a creepy smirk he gripped Cashs' shoulder and spun him around before sinking his fist into the thin boys stomach, the sudden punch left the bully winded and unprepared for when a hand went across the back of his neck and a leg stretched across his own sending his sprawling and when he finally realized he was onto the ground a sneaker wearing foot came down hard on his chest.

Ben looked at the scared J.T and scowled.

"Get the hell out of here before I teach what happens to scum like you."

He removed his foot from Cash and let the chubbier glasses wearing big lift him up and help him away. Hopefully that would teach the two to show restraint. He heard a wheeze and turned around just in time to see a gawking Jamie staring at him.

"Y-you went a little far don't you think?"

"Shut the hell up Jamie, get out of here already before someone else tries to bully you." Ben offered as he stepped over to the tree, memories of this day flooding him.

Jamie didn't make it fat before the junkie móvil home rounded the corner and pulled up to the tree where Ben was reminiscing. His smile went from creepy to overjoyed at the sight of his grandpa Max. He was so happy that he could have cried and hugged his elderly mentor. And then punched him and screamed at him for hours for convincing him to leave the old fool behind to hold off Vilgax while he and Gwen and the rest of the would be plumbers turned tail and ran.

"Ben? You alright?" His concerned voice held the same fatherly sincerely he recalled it having, even if it had been nearly seven years since they'd last spoken.

"Yeah grandpa, never better...c'mon old timer summers a wastin'!" Ben happily chimed as he rounded the vehicle and stepped inside, nearly dripping to his knees at the sight of his fiery haired cousin. Her lack of blue tights, scarf, Charms of Bezel, and golden wedding band. His smile fell at the realization that this was Gwen, just not his Gwen.

"Yup, happy to see you too Dorkazoid." The girl offered with a winning smirk. She paused when Ben offered one of his own.

"Pleasures all mine Dweeb Queen. So, grandpa rope you into summer on the road huh?" He offered as he sat across from her, his hand pulling out his half eaten bag of corn chips as he spilled them out of the table between them.

Gweb looked down at the salty snack food then at her doofus cousin and blinked, "Who are you and what have you done with Ben?"

Grandpa Max and Ben shared a chuckle as the young boy sat forward and popped another of the slightly stale chips into his mouth. His smirk making her shudder slightly.

"So Gwenny, hows Ken been?" Ben threw out, he was dying for this moment to last forever, happily talking back and forth with this girl, with grandpa upfront, driving state to state. He almost wanted to forget the watch existed. Until he realized that if he was back, potentially a certain tentacled biped was too.

"Umm, fine. Getting ready for college soon."

"Right! He's...what a junior now? Senior?"

Gwen shuddered. She knew she and Ben at one point got along, when they were forced into the same playpen and had no choice but to socialize or die of boredom but they haven't talked like civilized people about normal topics in ages. The kid in front of her even sat like a completely different person. She narrowed her eyes, even if it took her all summer she'd figure out what King Dork was up to.

**June 3rd, 2005 Bellwood National Forest and Campgrounds: 19:48**

Ben sat across from the red haired girl, a pair of loose headphones around his head as a CD played, a Falconer song, he wasn't sure which one was playing, but he paused the music as the aged parental figure stepped out with an excited call of dinner, his smile lasted all the way to the table before he placed down the marinated meal-worms.

"Eat up!" He helpfully offered sitting down, Gwen looked to Ben who had already reached out and pinched a grub by the midsection before bringing it to his lips and slurping it down.

"Hmm...needs some salt gramps." Ben offered taking another worm, grossing out his cousin and surprising their grandfather.

Words were exchanged ranging from 'how can you eat that?!' To 'really? I thought they came out pretty good this time…'

Ben eagerly talked back and forth with both of them as much as possible, his normalcy was only good for so much longer before a fancy watch would soon come crashing down and change it all. So he smiled and talked and slurped down worms that really needed more salt. Before he clapped his hands, wiped them down on his cargo pants, and stood from the table.

"I'm going for a walk. Don't roast marshmallows without me, Kay!" Ben said as he strolled away from them and walked into the woods. Gwen and Max shared a look before the red haired girl shrugged. She'd need more than a few hours to figure out how bugged in her head the doofus was.

Away from the campsite the happily humming boy walked casually with both hands in his pockets, his eyes to the sky as he patiently awaited his call to action. His smile didn't falter as he spotted that falling satellite as it came for him. He tackled diving out of the way the first time but as it was it's logically impossible sharp right turn made it slam just a few meters in front of him. His eyes watered slightly as he waved away the dust and said goodbye to his chance at normalcy. His toothy smile widened as he strode forward, his right hand tucked in his pocket, with his left happily extended. Another few steps and a slide into a crater and he was staring down into the most advanced piece of alien technology in the universe. He felt it, the soft jolt of a quick biometric scan as the watch leapt up and clamped shut around his wrist.

He took a slow intake of through his nose as he looked down at the watch, and the hours upon hours it would take to unlock all his preferred functions. He pressed the button on the side and the dial rose into the air, the hourglass expanded to show the form of the ten currently available aliens. Which always struck him as odd considering for a political tool it was dumb to have a set limit as to how many other aliens you could become right off the bat. But his opinion aside he turned through the options until he landed on a particular favorite of his. The chilling ectonurite who gone from a creepy transformation, to his enemy, and then back to a powerful transformation. It was a heck of a roller coaster, but he supposed he wouldn't mind doing it again. So with a smirk he pushed down on the face of the watch and felt it happen, it was the first time all over again. Literally.

When his sole eye opened he spoke in his raspy voice, "Ghostfreak." Naming his aliens, saying the name when he transformed, all habits that would take some getting used to.

Things for later he supposed as he rose from the crater and turned intangible, his invisible form floating eerily through the woods as he made his way back to camp. He hadn't started a fire this time. So both Max and Gwen were sitting around...roasting marshmallows without him…

If he could he'd click his tongue and shake his head. He had given them a very simple instruction. So seeing as they did wrong by him, he wouldn't feel guilty if he played just one it's unitary prank on them.

Still invisible he floated over and lifted the marshmallows into the air and did have them a loud throaty ghostly moan.

"Betrayal…" he said as it was simply impossible to keep from laughing as his dweeb cousins shrieked in fear and grandpa Max stood with his stick gripped in both hands. His body became visible and he clutched at what would be his stomach as his laughed.

"A-a-a g-ghost?!" Gwen asked staring at the gray being that floated away from her. Ben cast a glance his grandpa and saw the knowing look he was being given. How many times could he ply this up?

"I come in peace earthling. I'm looking for the nearest graveyard, I plan on partying with some KILLER ghouls tonight!"

Gwen shrieked and Max stood between her and the strange ectonurite.

"Alright, Alright, sorry. But c'mon that was priceless!" Ghostfreak rasped through a laugh before suddenly reaching for his chest and tapping the Omnitrix symbol there and pausing as if something went wrong.

"Oh...right, haven't unlocked that feature yet. Well I'm sure times almost up anyway. But in case you're wondering, it's me! Ben!"

Both Gwen and Max gaped and started at their relative. As if on cue the symbol on his chest began beeping and flashing red before he changed back to his plane old, a ten year old, self. He happily sat back and let Max talk them through his being an alien, since ghost clearly weren't real, and stayed behind with Gwen as he went to investigate the crash site.

**June 3rd, 2005 Bellwood National Forest and Campgrounds 20:05**

Ben sat back against the rust bucket, his mind hard at work as he ran through different combinations of turns to begin unlocking the various functions he'd become so dependent on. The master control would take time, a lot of time, and the life lien lock wasn't high on his priority list, but getting a few players for his game would be nice, along with the extended use timer, not to mention a few other things here and there.

"Ha! Gotcha!" Gwen exclaimed as she pointed at Ben. Though he had to remove one of his earphones to hear what she said and he didn't even give her his full attention, instead preferring to keep trying combinations.

"Didn't grandpa say not to mess with that thing?"

Ben stopped and pressed the button again the watch face sinking in without transforming him.

"This thing is from space. It lets me turn into superpowered life forms. I'm ten years old. And who knows what else it could do. Of course I'm gonna fiddle with it!"

"Ugh, your unbearable! Can't you listen to grandpa for once?!" She might've been complaining but she was thankful that some aspect of her goofball cousin were still present.

"Depends in what he says. Besides, it's stuck in my wrist so...his arguments end up kinda mute when I can just...do...this." Ben finished by pressing the butting and slamming down on the face of the watch. His body changed and grew and within moments he towered over the girl who previously had a solid inch on him.

"Diamondhead!" He proclaimed before looking at the skyline for the rising smoke, already catching sight of it. He picked up his dweeb cousins and slung her over his head and into his back.

"Hold on." His voice like crystal wind chimes rubbed oddly against her ears and she did as good as he began his run through the woods. Gwen bouncing up and down on his back as he sprinted through the woods, she pondered that for such a big guy he sure wasn't slow. She almost slammed her head into the name of his neck, thankfully not doing that, as he came to a sudden stop, placing her down not far from the cowering citizens.

"I'm gonna go play hero. You try crowd control. Don't get stomped by a robot." He quickly went through the list before turning and approaching the tall tripes machine with a gun hand and a cyclops eye.

"Lookin' for me scrap heap?" Diamondhead taunted, his hands shifting into meter long blades, wider than what he usually used.

The drones sole eye flashed deep red and fired as beam from its gun arm, Diamondhead however brought his hands together and refracted the beam back, destroying the bot in an instant. The hero turned to gaping crowd and saw that Gwen had led as many of them as far back as she could, but the ranger was quickly approaching.

"You saved us."

"All in a day's work, now if you'll excuse me, that young ladies parents must be worried sick." Diamondhead said as he picked up Gwen once more, she squealed loudly as he took off.

On the run back the watch began beeping and unfortunately for both, they still had a long trek back to camp ahead. But even as Ben came crumbling down, the weight of his cousins on his back, he couldn't help but smile as he muttered to himself.

"Guess this summers going to be a weird one."

**A/N: **_Let me say it again, thanks for chelong out my story, and dint be afraid to leave a review to tell me what you thought! _

_THANKS FOR READING!_


	2. Washington BC

A/N:

**Review Replies**

**silvergrime:** _Congrats and thanks for being the first reviewer of Ben 10: The Rewrite. Thanks for giving my story a shot, I hope it lives up. _

**Avenger2003: **_Thanks for stopping by, if you decide to do either is fine. i hope the story inpresses as we move one and diverge and really get into new things. _

**Guest: **_Thanks, and i'll do my best to keep it up!_

_Question for all of you! Should I rename the story Ben 10: Rewrite the Future?_

_Alright, so before I announce this weeks recommended FanFiction i'd like to make a tiny announcement. Ben 10: The Rewrite or as it could come to be known Ben 10: Rewrite the Future, will be released ideally on a weekly basis. Specifically on Monday's. Of course a week couod be missed, or sometimes to celebrate a special occasion ill update early. like now. But know that is how things will be proceeding from here forward._

_Alright! So the recommended fic this week is...Dial by DessertChocolate. A Ben 10 crossover with the MCU with a touch of SI. As of writing this theres 78 chapters out, so if you decide you like it, you'll have plenty to keeo you busy whioe you wait for the next chapter! _

_Chapter 3 shall be released on July 8th. So have a happy Independence day all my American readers!_

**Mini Update to correct small errors: 06/29/2019**

**June 4th, 2005: 21:33**

The heat from the burning building was even reaching the growing crowd in the ground floor. The bright red fire trucks did a poor job playing barricade and the coat wearing men were charred and singed from their futile attempts to get in and rescue the many trapped inside. One such firefighter, a man with hair colored like wet sand with a bit too much stubble and grey eyes and of average height, his face obscured partly by the long streak of soot across his left cheek. Far behind him some of the paramedics were playing field operation with the man he'd just carried out, he was suffering from smoke inhalation. His feet aches and his body felt stiff at the thought of re-equipping to head back inside made him feel nauseous, and even the younger spry guys in his team looked exhausted. The apartment building croaked and moaned as the wooden supports began to falter, a group of kids that had gotten too close squealed as they pulled back as hot cinders and burning rubble fell down where they had been standing. With one last grunt of confirmation to himself he pushed himself up and tightened his fire retardant coat around him as a very warm hand touched his shoulder. Slowly the man turned his head and he jumped at the sight of seeing what looks like a walking burning man wearing a charcoal suit. The flaming head of the Pyronite seemed to smirk at the reaction.

"**Why don't you tag out, ill handle the rest of this one.**" He offered before running into the raging flames. The group of startled onlookers gasping at the act.

Within the burning halls he ran, his senses spreading outward as he became one with the flames around him. The warmth of this new fire easily letting him read the room, rather rooms, of the apartment building. With a happy grunt he raced for the stairs and made his way up, the firefighters below had done more work than he thought, only a pair of people remained inside. Turning the corner he found the burning hallway where a mother laid beside her crying son, both with already dry towels on their head that had been previously damp, his presence did little to sway the boy who shook his prone mother. The shrill cries easily carrying over the roaring fire.

"Mommy! Mommy! Please get up!"

Ben would admit that it was a little cliche but he did recall hearing similar cries before whenever he did similar operations to save civilians during certain operations.

Without a word of warning he cooled the flames along his body to a barely present orange, just enough to maintain feeling but cool enough to lift up these people without burning their flesh off. The boy shrieked at being lifted suddenly by what must've been a monster and his cries only grew louder as Heatblast ran forward and through the barely there wall. The descent had been quick, and the sudden shock and jostle from the lading causing the boy to click his teeth harshly. The soft crack and chip in his milky front teeth coming through clearly.

As he was placed down and taken into custody of the paramedics with his mother he turned to see the burning man raised his hands and suck in a deep breath. The fire engulfing the building seemed to squirm and wriggle unnaturally for fire before it began to flow into the man. His body glowing brighter as he seemingly breathed in the flames. As he turned around ready to wave at the crowd and offer more aid to the growing emergency responders an old and beat up mobile home pulled up and a girl with, funnily enough, fiery orange hair popped her head out the window.

"Hey flame brain! The fire was a diversion, the bad guys are getting away!"

Heatblast seemed thrilled at the chance to run down some arsons, he was more than glad to give them a lesson in real pyromania.

"**Then ehat are we doing here? Let's blow this joint!**" He offered running over and jumping up and onto the room.

The tires beneath the rust bucket spun and before long they were twenty above the posted speed limit and catching up to the cliche black sedan the ski-mask sporting robbers were wearing. Heatblast stood straight up and brought both hands together above his head and let the star like orb form. He considered giving them a warning, but that tiny, soft, barely there voice in the back of his head might as well have been non-existent as he shot the burning ball forward turning the back half of their escape car into a melting mess. The vehicle housing the robbers swerved, as best as half a car could, before it drove into a fire hydrant and securely stopped. The two men within came tumbling out, their pained groans music to his burning ears.

Without a thought he walked over and slammed his foot into the back of the one who was in his hands and knees, the smoke rising into the air as he let it linger there, he had pushed down hard enough to knock the air out of the man's lungs. Removing his foot he rose a hand and let the flames build up and dance around his fingers.

"**Up against the wall. Unless you wanna see what a five thousand degree sunburn feels like.**"

The shivering robber dropped the bag of jewels and pressed himself against the wall. With a smirk Heatblast kicked the robbers accomplice over to the one pressed against the wall before turning as the police squad cars pulled up.

'Perfect' he thought knowing he was nearing his time limit anyway. With a wave to the shy officers he ran away, turning the corner just as the watched beeped it's last beep turning him human. He sighed, the sense of exhaustion from turning back was weird, after having the master control and life form lock for so long, this was taking more getting used to than he thought.

The rust bucket pulled up just as he resigned himself to wait and he all to happily climbed in, his grandpa offering him a smile for a well done job as he pulled out and got back on the road, our campsite for the evening a ways away.

**December 24t, 2014: 23:58**

The cool metal against his face did its job in keeping him awake, but it's effectiveness was quickly waning as his warm breath changed the surface temperature of the steel plate. His eye lids slamming shut and him fighting to peel them open again. He wasn't in watch, not tonight, but if something happened, he needed to be alert, ready to intervene.

His nostrils flared as the heavenly aroma of roasted coffee beans for him sitting up before he even realized it. The baby blue mug was set in front of him and across from that sitting on the other side of the metallic table was his dweeb cousin. Her blue and black flight suit was loose on her, the jacket unzipped revealing the vest she wore underneath with the Charms of Bezel inside. Happily she took a sip from her own mug, shamelessly sticking out the finger that held the golden band on it. He gagged taking a sip of his liquid heaven and held back a main as it traveled down his throat. Now that he had at least some brain function coming back on line he looked behind him to the wall clock and sighed before reaching into his jacket pocket and pulling out a crumpled up note and handing it off to Gwen.

"Huh?" She asked setting the mug down to take the bite in both hands.

"Merry Christmas Dweeb Queen," Ben said as he took another long swig of coffee.

The red head smirked as she rolled her eyes at the childish nickname, her fingers worked to undos the creases and folds until it revealed the diagram within, a magic circle, the bullet point style notes jotted down at the bottom a clear tell of who the originator of the diagram was. And the idea of her and Ben hanging out and talking again was beyond precious. She wasn't too sure what it had cost him. If she was recalling the girl correctly, and she was sure that she was, then this couldn't have come free or even close to cheap.

"What was the charge for the golem creation engine?" She asked waving the scrap piece of paper around.

Ben scoffed as he reached up and pulled his loose shaggy hair out of his eyes. She hadn't noticed the bags beneath his eyes as much until now.

"I told her to send the bill to the Plumbers." Ben threw back as he turned to look out the side view window in the side of the ship. They were rounding the planet finally and as they did, they caught sight of the impromptu sun rise outside. Gwen smirked, ignoring the red mark on her cousins neck as she too turned her head outside to admire the sunrise. She'd have to get him a better present than a cup of coffee now.

"Merry Christmas doofus."

**June 5th, 2005: 05:45**

The sun was struggling to climb over the horizon now, and as the young Tennyson boy rested his chin on his crossed hands to admire it he heard the stirring coming from the cot by the bunks in the back. His grandfather was rising, a quarter to six, just like any other day. Ben fought down the smile at seeing him sit up in his light blue pajamas and stretch his hands to the ceiling while yawning. The grey haired man finished rubbing the sleep from his eyes when he gave the young boy at the table a strange look, his gaze grew even more curious as he took in the smell of coffee in the air.

"Morning grandpa." Ben offered the greeting before bringing up his plain white mug to take a sip of warm drink.

"Ben? Up a little early aren't ya sport?" Max said, pouring himself a cup of coffee.

The shaggy brown haired boy smirked at that, no, he wasn't up early, he hadn't slept. It had to have been months since he'd seen Gwen, it had been years since he'd seen Max, how could he sleep knowing they were there. Mere feet away from him. With a sigh the boy rubbed the sleep from his own eyes and took another long swig of coffee, polishing off the drink.

"Maybe. I'm gonna go for a walk before washing up, you should probably get your morning activities done before Gwen decides to hog the bathroom."

The boy didn't wait long for a response, really he wasn't waiting at all, he just stopped by the door to pull on a simple green t-shirt and a pair of worn shorts to cover his boxers before tying back his hair and stepping out. The boy jogged a good four minutes down the street before ducking into a bush and pulling up his wrist. He'd spent every free second from getting the watch to now in trying to unlock the damn thing, he'd take any feature at this point, even that annoying one that told him how's his vitals were doing and that some transformation were currently unavailable because desynchronization within the watch. With a sigh he pushed down the button and looked through his options before coming upon a familiar looking dinosaur-esque being. His hand pushed the dial down and with a gleeful smirk he felt everything rushing by as his DNA change.

Standing at his full height, he was about seven feet tall, but as he entered his running stance he was an understandable five-five. Tell it however you want it didn't stop the woman going for a morning jog from screeching at the sight of the blue kineceleran. With a hissed laugh the faceplate came down and he sped off. The world a long blur as he sped through the different highways before coming up to the tourist attraction/plumber base and warehouse. Mount Rushmore.

Finding the severest entrance and flipping through different access codes ate up a whole minute and half of his limited time, so he quickly sped into the facility and found the research department. The massive computers there and varying racks of equipment housing just what he needed after a few more seconds of looking he found it. A microanalysis scanner. He set it up on a tripod and took a long skate back as the orange and yellow beam scanned the device in his chest. After a moment's delay a small rectangular chip popped out that XLR8 snagged before pushing the scanner down and stomping in it. For good measure he ran over it a few times. Now! He raced over to the main computer in the room, and waiting for it to start up was like pulling teeth.

Finally he inserted the cup and had the three sheets he needed printed out before withdrawing the information and wiping the machine of any face of the chip ever having exited before destroying the chip itself. Now with forms in hand he began locking the base backup and prepared to leave.

As he sped along the states he heard the unfortunate beeping reach his ears and sighed as he found a nice calm park to wait out the recharge time.

With a grunt of relief he plopped down by a tree and admired the cloudy morning sky. His lips quirked upward in a smile until he realized he should be looking over the notes right now. His green eyes traced over the paragraphs for a few minutes before he found it. Well, not it, but something close to it. Holding the papers with his mouth he began moving the red dial of the watch until had achieved his goal. It went from red to green! Yes he had figured out how to cut the recharge time. Because it wasn't a recharge time, it was a cool down for you! It meant that you weren't supposed to stay another life form for long. His smirk widened as he continued moving the dial, more and more, turns and turns, until he heard a chime. The dial rose into the air and showed off a new silhouette, one he recognized perfectly as the armored body of an Orishan. He was already looking forward to unlocking more of his signature and versatile forms, beyond that he'd have to keep looking since his scan had failed to produce results or any kind of answer regarding the life form lock or master control, minus the fact that it stated they were there.

"Cool watch." Said a voice and Ben nearly slammed the watch into the face of whoever just said it. But froze when he caught sight of her.

Her sandy-brownish blonde hair, her clear blue eyes and tan skin, her baby blue top and tan shorts and plain beige sandals. The Australian American girl who had plagued both many of his nightmares and daydreams. Mandy Blake Evans. She looked so innocent as an eleven year old, no tattoos relating to ancient rituals or scars from failed experiments and she lacked her grey and purple robes and the books that floated around her. It was almost funny seeing this normal girl knowing that at some point she could be one of the strongest magic casters around.

Until you let her down. A traitorous voice spat somewhere in the back of his mind.

"Umm, hello? South Dakota to watch-kid?"

Blinking, Ben stood from his place by the tree and stuffed the three pages into his pocket. He kept making sure there were still three pages, knowing it wouldn't do to let Mandy have even a scrap of information regarding the watch even as she was now.

"Right, hey. What's up?" He asked, fighting to keep calm.

"Cute, your flustered, where'd you get the cool watch?" She asked in turn, leaving forward, both hands behind her back.

Ben stepped out of her oath and looked behind her, making sure she hadn't snatch a piece of paper. Just in case. Before smiling as authentically as he could.

"What this? It's just an intergalactic peace keeping tool that fell from the sky and clamped itself on my wrist." Ben offered with a smile, if he knew Mandy, and he'd argue that he knew her better than most anyone else, than the best way to make her doubt you ...was to tell the truth.

She scoffed and dawned a disinterested look on her face. Hands moving from her back to her hips before she stood ramrod straight and gave the young Tennyson her meanest most scrutinizing glare. And that caused the boy in front of her to sweat. She had in fact disregarded his statement. But with that disregard came an air of caution, a worrisome touch of interest. And when Mandy Blake Evans became interested in something...come hell or high water, she would not be detoured.

"Mandy! C'mon honey, we're packing up!" Called a voice from behind the kids and the girl sighed. Upper about being interrupted.

"Well now ain't that just plum unlucky, now you have my name and I'm stuck calling you watch boy. Wanna make it square by telling me yours?"

Ben chuckled, and caught the surprise flash across her face, just like Mandy to hate being in any disadvantageous spot in anything.

"I would have guessed you were a Mandy. You have that aura about you."

"Aura?"

With a sigh, Ben did a half-bow before rising to his full height, of two inches shorter than her, and speaking in the snootiest most horrid British/Scottish accent he could and threw up, "I am Lord Benjamin."

He cracked a smile at her snort of disbelief before she flicked his forehead and turned to leave.

"Well then, see you around Benny-boy."

And as she walked off, her arrogance and stubbornness coming off her in droves it made him feel weak in the knees. How long had it been since he'd seen her? Would she be released from Vilgax capital prison now that the tyrant and himself were dead?

Something about that thought made Ben feel dread and nauseous. Whatever he pressed the button and changed back into XLR8 before speeding off, he'd already been gone long enough Max would start asking question soon if he wasn't quick about it.

**June 6th, 2005: 09:33**

Early mornings and personal pickups. Two of his most hated things rolled into one. So his mood was understandably sour, and it was only getting worse with each knock on the pathetically washed up scientist door. Three knocks, a half yell of the doctor's name. More knocking, more nothing, more screaming. Until finally he pulled out his keys and opened the door. And recoiled instantly as the smell of a cheap kids petting zoo and pet store hit his nose, it was so bad it almost made his combover stand on end. His hand punched his nose and the overweight man in the suit stepped in. His now nasally voice calling out.

"Animo! Get out here dammit!" The baldón gman turned and jumped back as the coat wearing scientist rose from under a table, in his hands a device that he was still tinkering with.

"How did you get in?" Animo asked.

The man scoffed as he collected himself, "One of the perks of being the landlord brainiac, I got copies of all the keys, though maybe I won't be your landlord for much longer. Considerin' you six months due in that rent."

Animo frowned as his landlord barked at him, but his smile returned as he realized his perfect test subject was now here. So tightened the last screw to his device and placed it upon his head.

"Yes, your right, so how about I repay you in kind now?"

The man scoffed, "What? Your gonna play the talking Caribou in a play and give me your earnings?"

Animo scoffed as he reached into the cage by his side and pulled out a bullfrog. His smirk grew devious and he threw it at the face of his landlord who deftly caught the poor animal before they were both blasted by the beam from his device. The balding man's yell of pain silenced as his body merged with that of the frogs and the two became an oversized monstrosity with bony horns and extra eyes and plot he's of pale skin along their green body.

"Not perfect, but more than enough. Soon enough no one will stand between me and what rightfully mine. And after that, I'll fix this world!"

**June 6th, 2005: 11:22**

Max was looking over the canned octopus with a frown.

"Only canned huh? I thought this store priced itself on its wide selection…"

Gwen crowned at the idea but Ben just walked up and assuredly patted the man in the shoulder.

"I'm sure it's lacking preservatives at least, c'mon let's go see if they have fresh sheep's stomach!"

The red haired girl shuddered as she, reluctantly, walked behind her dork cousin and strange grandpa. The sinking feeling her stomach growing worse as she overheard the older of the two talk about a special recipe for a cockroach and mint smoothie.

Fortunately for her the universe interrupted their little shopping spree as a man on a giant mutated front came into the store, his manic smirk and deranged glare making everyone feel uncomfortable.

"Make way plebeians! The soon to be King of Washington B.C. Is coming through?!"

She didn't even get a chance to say anything before a bright flash of green blinded her and the loud call of whatever weird name her cousin named the next alien was shouted, except she didn't hear a name being shouted she heard a particularly feral roar and hard breathing. When she looked she saw that her cousin had become some orange dog-gorilla like mutt and was already running at the scientist.

The poor frog didn't see it coming as the rock hard cranium of the vulpimancer, technically it was harder than steel but semantics, slammed into its underside lifting it into the air and knocking the man off its back.

Ánimos cries of surprise went dead as a pair of razor sharp jaws sunk into his left arm and lifted him from his place in the floor before flinging him away to crash into a distant wall and then into the toilet paper display directly below him.

His body aches and he could hardly move as blood freely poured from the opening in his now marred flesh. If he looked carefully he could see bits of bone and other such muscles and the like showing through the gaping wound. His still intact hand came up to fiddle with his device as he frantically looked around, anything would do, by now that his steed had been indisposed of he'd need something else to stop this mutt from ripping him in two. And that's when he saw it. A little girl holding her little doggy back, as it whimpered in her arms. With a slight adjustment and careful aim he blasted the duo and smiled happily as he was rewarded with a mangy beast four times the size of the girl, it's body that of the dogs but fully grown with human like appendages. The girls hair running down her head and neck like a horse's mane. And their teeth a mess of jagged points.

"Go!" He called to his newest creation as it cried in agony before running at Wildmutt.

The two dog like creatures colliding, the mutated girl using her elongated claws to scratch at the orange beasts' back but failing to do much before it but into the back of her neck and lifted her from the floor and threw her, hard, through the wall just left of them and down to the first floor where she smashed into the fountain.

Animo barely got to his feet as he was rammed again by Wildmutt. This time the beast bit his leg and shook his frantically before lifting him high and slamming him down against some of the shelving units. The opposable digits on its front paw moved to grip his throat to hold him steady as he lowered his head and roared in his face.

The 'poor doctor' cried and begged for mercy. It only lasted a minute or so more before police officers started filing into the pace through the stores main entrance and surrounded them. Max coming up and pointing at the captured scientist.

"He's the one officer, the one who changed those people!"

Wildmutt released the man with a deep growl before jumping away. To evade the police and any curious eyes, he didn't have to worry about running out of time, but if one of the officers tried to shoot him he wasn't sure he could hold back his feral instincts.

**June 6th, 2005: 12:04**

Ben sat back into the cushioned seat of the rust buckets dining set. His cheek resting in his palm as his cousin gave him a mean look.

"Went a little far don't you think?"

He recalled her once using a spell to impale several aliens at once like it was nothing, making this whole thing seem very hypocritical. But then it struck him, like being slapped, this wasn't the same Gwen or the same situation, or even the same intensity. He had just acted like he had always done to ensure victory. But he hadn't thought about how this Max and Gwen would look at him for it. He very nearly palmed his face for making such a stupid mistake. But...what was he to do? Make dumb and rash decision? Play up the theatrics? He wasn't that kind of person, at least not anymore.

"He lived. And you saw what he did to those people. He had everything I did coming to him, if not worse."

"Oh, so now your judge, jury, and executioner?"

With a frustrated sound Ben pinched the bridge of his nose. It shouldn't be hard to understand what he did, she was smart enough to make the logical conclusion ...but she was being childish.

"No. I'm just a kid with the power to do something."

"You went too far." She reaffirmed.

Ben shook his head, disappointed but happy. His frustration came from the fact that she was being too silly to understand that sometimes holding back wasn't an option. But he was thankful that she could be a kid just a little bit longer.

"I'm not gonna argue this Gwen. I made a call, I did what I did, end of story."

She huffed beige standing moving to her bunk in the back, obviously upset about Bens conclusion. With a sight the younger if the two males onboard crossed his arms and snuck a leak at his grandfather, who was holding the steering wheel a little tighter than normal.

Gwen now resting in her bunk pulled out her laptop and decided to read some FanFiction, cheesy she knew, but a girl could have her hobbies. Besides, she needed something to distract her from the odd going ons of her weirder than normal cousin….

**A/N: **

**THANKS FOR READING!**


	3. The Krakken

**A/N: Review Replies**

**Avenger2003: Hey! Thanks for reviewing again, glad that you considered this good enough to favorite. I hope you enjoy the story going forward, but as it turns out I've decided to keep the title the same, at least for now. Thanks for your input. **

**Story Recommendation: **_Congratulation to this weeks recommended story! Legend of Lin by Leia Rayn Storm, a Legend of Korra fic that's TenzinXLin, now shamefully I haven't caught up completely yet, but up to chapter 49~ I whole heartedly recommend this wonderful fic!_

_Uploading a little earlier than I planned, but since chapter five is about 28% done, and Monday will be here in a little less than two hours, I'll just upload this now. Let me know what you thought at the end! Okay! _

_Enjoy!_

**June 7th, 2005: 23:30**

With a solemn look his green eyes cast a tired gaze over the murky surface of the water. Both hands rested in his pockets, and his hair was still tied back in a loose ponytail. His aggravation coming from the fact that he'd not gotten very far with unlocking other forms from then watches' evil clutches. He could see them now, Wildvine, BigChill, Rath, all just out of his grasp. His tired gaze skimming the distance, the moon over head fighting to provide even what little light it could with the sky as cloudy as it was. He turned his gaze over his shoulder as his suspicion proved correct, the dweeb queen herself was tip-toeing down the dock to him, no doubt hoping to push him into the drink, but unfortunately for her...a decade of drawn out war and constant fighting does wonders for your paranoia. Her smirk changed gear instead becoming a wide smile. Her body still ready to push him into the stew and run for the safety of grandpa. But he liked this shirt and his hair already took too long to dry from his shower not twenty minutes ago.

"Get me wet, and no person alive could keep me from getting you back." Ben offered jauntily as he passed by her and moved to the rust bucket. He'd gone all day with an hour of sleep and half a cup of coffee. He'd need at least four to five hours to function in the morning.

As he stepped up and made his way inside he caught his grandpa Max fiddling with the knobs of his radio, the G.P.S screen showing static for a second before it shut off. Ben knew that Max had probably found out about something being in the plumber base in Mount Rushmore, but as long as he wasn't confronted about it he wouldn't make his grandpa sweat.

"Oh! Ben, I thought you were going to go for a swim."

It took a lot of self control not to scoff at the horrible redirection. Trying to distract the curious only made them curiouser. Fortunately he already knew why his grandfather was being this way and disregarded it. He may know, but Max didn't know that he knew, and Gwen didn't even have the first inkling if a clue yet. So he'd leave it as is. Bedsides. It's not like it was secret to tell...not like he didn't have plenty himself. He realized too late he'd just been staring for a solid minute as all this went on in his head.

"Uh, no. Figured there'd be time for tomorrow. Besides, I'm looking forward to every second of sleep I can bleed from tonight." Ben said as he collapsed into his bunk. His head touching the pillow milliseconds before he drifted into unconsciousness.

Max stared up at the lightly snoring boy and sighed, he was glad that he was getting actual sleep tonight, he hadn't shown it, but the last night or two when he'd woken up for water or bathroom breaks he'd caught the over regulated breathing if his grandson and realized the boy was awake. But something about the stiffness to his shoulders or the way he'd act when he was up and about seemed to keep him from asking, if even just barely.

The door opened again and in walked Gwen, huffing, her shaking body getting a rise from him as he rushed over. His hands falling to her shoulders in a second, without a thought he pulled her into a hug and patted her back.

"Gwendolyn, darling, what's wrong?"

She shivered slightly as she tried to pull him closer, "a-a-a m-mo-monster...I-I s-saw one…" She stuttered out and before he realized it Ben was placing a calm hand on her shoulder.

"Oh yeah? Think whatever you saw out there has anything on me, myself, or I?"

Max noticed her shivering coming to a stop as she looked up at the confident grin of the boy, he had to question just when Ben had woken up later when he was less hyper focused on Gwen and what had given her a fright. She scoffed and stood up by herself and moved over to the bathroom door, if he wasn't standing there, his hearing a good bow as it was twenty years ago, he wouldn't have believed it. But she did in fact mutter those words.

"Thanks Ben."

Before closing the bathroom door and letting the lock engage with an audible click. Ben ribbed the back of his head, remembering to undo the ponytail he was sporting now, before falling back into bed.

With the knowledge that his precious granddaughter would be alright he went to work setting up his bed, which involved removing the latch on the table to lower it down before rolling out a very comfy futon over it so he could lie down and snore the night away.

**June 8th, 2005: 07:12**

Gwen set up her folding chair. After Max had spring the news of chartering a boat to go on a nice fishing trip, she had rightly declined knowing all too well what was residing within these waters and would feel a hundred times better on shore reading and absorbing some sunlight. Ben considered passing on the trip too. But decided that if whatever water locked beast from the depths resides in this watery hellscape he couldn't very well permit his grandpa Max and some poor civilians to head out without his aid. So he resigned himself to the trip.

"So...think we'll catch dinner out here?" Ben offered as they waited for their boat to pull up.

Max gave the boy a hopeful smile, while he had intended to make roasted sheep's tongue for dinner, he supposed if they caught something he wouldn't mind frying up some fresh fish.

As they began chatting about the best way to cast a line, bait the hook, reel in the catch, and other such fishing talk, their chartered boat pulls up, and their gray haired captain steps out from the canopy of his driving cover to wave them on. His stubble covered chin, overgrown sideburns, bright red hat with the generic 'Monster Hunter' on it in stylized fonts.

"What're ya' waitin' on? A formal invite? Get on already."

Max shrugs at the commentary putting it aside, his better judgment telling him to simply ignore the mannerisms of the rude man, though that doesn't stop Ben from nudging Max to get his attention.

"Classy guy, yeah?" Ben offered with a grin hoping into the boat.

For the first hour or so everything seemed calm until Ben stumbled across Captain Shaw's diving set up.

"You do lake floor tours gramps?" Ben asked observing the near pristine condition of the equipment, even with the tell tale marks of use.

The man guffawed, as if the mere idea was so laughably dumb that it didn't merit a proper response. Until he caught sight of the young Tennyson's eyes. Their gazes connected for little more than a minute, seconds at best, but Shaw saw it. The capability to comprehend the uncomprehending.

"I use it to scour the lake. There's a monster down there. I call er' the Kraken."

"You know it's gender?" Ben asked leaning against the boats railing, he wasn't in any rush to take on some lake monster, especially one he didn't have any clue about.

"Aye, I've spotter the beast more than a few times. I got this feelin' about it." He said while patting his gut.

Ben nodded at that before looking back over the murky water, his gaze travelling dar until it reached the distant docks. Many of the other locals and tourists had claimed the prime spots on the dock for their diving, land fishing, and whatnot, but his brightly haired cousins had planted her chair firmly on the shore by the rust bucket. It was almost enough to make him snort.

"You got any clue of the general area this kraken of yours likes to cling to? Or are you still stabbing at the dark?" Ben asked.

"Course I know. But she's a tricky one. Always just out of reach."

Ben nodded before tossing a look at Max, "think you could show us? It's sure make it a fishing trip to remember. Imagine little ol' me catching the big catch?" Ben laughed the thought.

Captain Shaw crossed his arms and snorted at the idea before turning to the controls.

"Why not, might be the day I drag her fat arse to land." Captain Shaw chortled as Max scoffed at the language being used in front of his impressionable grandson.

**On shore: 08:14**

Droplets of water began to soak her shirt sleeve and pants leg, and thanks to her quick reaction she spared her book the same fate. Her brows tugged down to better frame her face with a scowl that she would need to direct soon enough, her head rose and her eyes looked for the perpetrator, but stopped as a white towel was held out to her.

"Sorry about that." The voice of her offender wasn't soft or even overly sweet, and the look on her face didn't portray someone being apologetic, her stance didn't convey much either, she looked more like a display mannequin standing there in her one piece dull red swimsuit that perfectly matched her lithe form and well tanned skin, rather than a person trying to apologize. But Gwen took the towel regardless, the bit of water that landed on her skin was cold anyway.

The offender looked away as Gwen rose to towel herself off, her dazzling, in her own humble opinion, blue eyes landed in the hard back cover of the newest science fiction thriller epic by Mary Sue Potts.

"Your a fan?" Gwen asked the girl catching her staring at her copy of 'The Saturn Odyssey' the sixth book in the wonderfully fictional world created by Mary.

The girl scoffed, as if being a fan of something or someone claiming she was a fan of anything was a personal insult. Though the way she hesitated to shoot down the claim or deny the statement at all had Gwen thinking she was right on the money.

"Well...I won't deny that she has talent." The girl said.

"Right, well, I'm Gwen." She three out, maybe a tad hopeful, Mary Sue Potts might've been a great writer, but she had more of a cult following than anything. It was stupid that such a great writer could go unknown for so long, thankfully having a laptop with decent connection, theory some percent of the time, allowed her to roam the forums if devout fans and discuss the books with them, but having someone in real life that really cared about these stories would be even better!

"Gwen huh, I would have assumed Stephanie...no matter. I'm Mandy."

Gwen smiles at that. Self pretentious? Most likely. A snob? Possibly. But a girl who was a fan of Mary Sue Potts? She was certainly.

"Want to come inside?" Gwen asked motioning to her grandfather's mobile home, "I have the whole collection, I'd love to talk about it."

Mary inclined her head toward a nearby deluxe R.V before shrugging and following Gwen inside.

**On the Lake: 08:26**

Their boat began pulling up to the marked area that Shaw had on his map, before they were unceremoniously stopped by the frantic waving of the arms of one crew mate from another boat.

Shaw slowed the boat by cutting back on the throttle and let drift to their side.

"Hey, your gonna have to turn around, we've quarantined this area of the lake to conduct research."

Max and Ben shared a look, inside of whether or not to let Shaw so the talking. The hat wearing captain of their vessel stepped forward with a challenging step.

"And just who're you to close off bits of the lake?"

A different man came up, a more confident looking gentleman that was well groomed, had dark skin, and a smile that could makes a trash can feel less grime ridden.

"I'm Jonah Melville, founder of Friends of Fish, we've closed it down to conduct research, I hope you can understand."

Shaw grumbled to himself as he was basically just told in a fairly polite way to go screw off since he didn't have an organization at his back. Irritably the captain revved the boats motor before getting the group away from the organization. The two Tennyson's shared a look, one of distrusts for the group claiming to be friends if anything, and the other, being Max, with a tired look of things interrupting his relaxing summer with his grandkids.

Ben, not willing to open a can of worms with Max, literally, turned to peer into the water, before jumping back at the sight of the massive shadow, his ears seemed to burn as he heard the soft chime from the watch. His gaze moving to it instantly to catch it flash yellow for a second. His smirk splitting his face as he turned the dial twice, putting that DNA download on the back burner as he flipped through the watch to find one of his only two water oriented aliens. Smirking as he landed in Ripjaws he waved to his grandfather before jumping into the water with a flash of green.

Only to paddle erratically when he became XLR8 instead.

"_What?! Agh! You stupid watch!_" He hissed as he let his face plate come down and began to build up his kinetic stream. It took a minute or two but he was on the surface of the water making waves as he ran over to the F.o.F boats. The massive monsters head came poking out of the water, from it's ovaluar mouth it had two long tentacles with spiky protrusions on one end. The water around them was clear enough for Ben to catch sight of its lower body. It was long and had forelimbs and hindlimbs, both with webbed appendages at the end and a long tail reminiscent of a tadpole.

It's large forelimb can down and smashed one of the boats in two, Ben didn't bother trying to fool himself into believing the kid who got caught under its paw was even remotely alive still. With a sigh he rushed forward toward the still extended limb and ran up it until he reached its head where he leaned back onto his tail and used his super speed to deliver a barrage of intense kicks.

The kraken roared, shaking its head, and in the process of shaking off its assailant, before it dove back into the water. The falling Kineceleran spun in mid air fast enough to create enough extra tension in the surface of the water to not fall through before running over to Jonah's ship. His face tempered to hold back a scowl as he looked at part of the sinking ship. The bodies floating in the water weren't bloody, but they were too still to be bothered rushing toward.

XLR8 sauntered his way up to the almost scowling man and poked him in the chest. His face Olaf lifting up to reveal his narrowed yellow eyes.

"_So, what did you do to piss of that thing?_" He asked accusingly.

Jonah started at the Kineceleran as if he couldn't believe what he heard. But then again, leave it to monsters to defend monsters.

"What we did?! We just wanted to conduct research! It came out and attacked us!" Jonah tried to defend but XLR8 looked at him clearly unimpressed.

"_I don't know how long it's been here, but as far as I know people swim and fish in these waters with no issue, and here you are suddenly getting attacked. I'm just saying that most animals won't attack until provoked. Think about that."_ XLR8 said before his faceplate came down and he sped off.

The now mildly peeved kineceleran raced back to his grandfather's chartered fishing vessel and changed back into his human form. It took him a few moments to school his features, get his emotions under check, before approaching Max and telling them that they should head in, he felt like going for a swim. Max didn't take long to catch on considering as Ben explained all that he held the Omnitrix up to the man.

**On Shore: 09:14 **

After waving goodbye to the good captain the pair of Tennyson's decided, rather Ben decided that they would have lunch before further pursuing this kraken and or lake monster business. So with a pep to his steph the excited young lad bounced his way up the steps to Mobil home and froze when he caught sight of none other than Mandy Blake Evans herself sitting at his kitchen table in a swimsuit. Personally he couldn't count off the number of times this fantasy had come into his head if he used all ten fingers and toes. But now that it was happening, and with no events leading up to it considering they didn't even el really know each other, it was a massive shock to Ben's system.

Though it seemed to do the poor Evans girl a world of good as she practically beamed at catching him hawking at her.

"Benny-boy!" She exclaimed standing to her full height, two inches above him, and smirked as she so slightly tilted her head to look down at him, "small world huh?"

With an entertained scoff Ben walked passed her to the kitchen table, "Must be if I can't go one week without running into you." He countered, setting her up. He knew he shouldn't, he really knew, but how many more times would he get to mess with her, read: flirt, before they really did split ways? He wasn't even sure she'd be the same as the Mandy he knew from his world. Time? Dimension? Whatever.

"Please, if anything you have it backwards. I bet I could travel the stars and somehow I'd still end up having to share a space station with you."

Ben couldn't hold back the chuckle at how on the money she was. Though the way he remembered she had been more than willing to share a bedroom at one point. Ignoring the fact she made him sleep on the floor because his breath tickled her neck while she slept. And that they were about a decade younger now...

With a shrug Ben conceded that she had a point, if any, and dug underneath him into the storage compartment under the table benches and pulled out a bag of dried seaweed. It's salty taste and fishy aftertaste making him want to drag his tongue across a salt lick, but that aside it wasn't so bad.

At this point Gwen chose to step out of the bathroom in a frilly sundress and a hint of pink on her face.

"I'm...not really sure...dresses are my thing Mandy…" her face froze in a 'deer-in-the-headlights' kind of state before she squealed and jumped back into the bathroom to change.

"Oh? Pity, I thought she looked rather fetching." Mandy snickered as she covered her pink lips with the back of her palm.

Stupid. He was being stupid. He needed to stop this now. He needed to make sure she wasn't anywhere near this world, make sure she wasn't involved. But how could he make a human typhoon like Mandy do that? And just like that.

"Oh, look at the time, I suppose I'll see you around Benny-boy, tell Gwen she can keep the dress."

As the girl left, towel wrapped around her waist, face turned away from him, Ben could still see her smug expression at having caught him staring. If they did end up interacting more than he had just given her enough ammunition to last her until the heat death of the universe. Though he didn't get to ponder that whole seat of the universe part for long as Max placed his large palm on his shoulder to grab the boys attention.

"Benny-boy huh?" The man asked knowingly.

Betrayal. How could one such as his grandpa Max do that to him. With a pout Ben turned away with a huff, muttering for his grandfather to shut up, as he stepped back outside and into the knee deep water.

The fresh water of the murky lake began to soak through his pant legs as he dove down and pressed the button on his Omnitrix and began spinning through the dial before pressing down on what he knew for a fact to be Ripjaws, only to bite back a swear, a whole chain of swears, as the water rushed in and put out his new flames.

Onlookers, the few that there were, noticed the slow rise of bubbles from that spot in the lake, a few more curious if the lake goers even began to slowly approach the spot when they noticed how hot the water was becoming. Everything froze when the surface of the water exploded upwards and a burning man stood at what was almost knee high water for him.

"**Seriously omnitrix!?**" Cried Heatblast with an indignant nod toward his omnitrix symbol.

The fuming pyronite tossed his hands back as a stream of concentrated flames shot out and lifted him into the air, the water had gone from a cool and easy seventy degrees fahrenheit to an uncomfortable ninety, many people came rushing out with tender red skin.

The world from forty-odd meters in the air always had this sort of untouched beauty in Ben's opinion. It's what made him want to be a pilot on the side of his hero stuff. Funnily enough he was flying through the air right now with the simple intent of invading those closed off waters and figuring out what those Friends of Fish guys were up to, not the most hero like of behavior but he'd get over it.

On the decks of the remaining ships, the crew working under Jonah caught sight of the black trail of smoke behind Heatblast and began to point and call out what it could be.

"Look! Look!" Began one no name man with blonde hair.

"It's a bird!" Shouted his friend from his side.

"No way! It's a plane!" Called the blonde man.

"You morons! It's a monster!" Jonah interrupted them with a shove.

Not long after that Heatblast came crashing down on deck, his flaming body raging as he stood up and towered over the average men on deck. His heat filled gaze searched the boat for a moment before he found Jonah. The founder of the organization appeared to be sweating, ignoring the fact that an alien made of living flames was standing no more than twenty feet away in a day that was already pretty hot, Heatblast stomped over to the man. Silently he looked over him before pointing over the railing to the still wrecked ship and the scattered bodies.

"**Wanna tell me what you did to piss of a massive lake monster?**"

Jonah, being a proud businessman, scoffed at the accusation, "Why do you assume we started something?!"

Heatblast fixes the man with a hard glare, "**Because your human and a founder of an organization, you lot are always up to something.**"

Jonah, in his brilliance, decided to plead innocent, if he played his cards right he might even be able to guilt trip this monster in protecting him.

"Look, I understand where you're coming from, but I'm just trying to help fish. My crew and I just wanted to conduct research and—"

"**What happens when you stick your head in a bears den?**"

"Huh?"

"**What happens? It's pretty simple, actually. Animals are territorial, and assuming that this thing swam in from open ocean...it's trying to lay eggs and you're aggravating it.**"

Jonah couldn't stop the widening of his eyes. How had this guy figured it out so fast?! What clues had he gotten? Had someone ratted him out?

"Um, well if thats what you believe...I suppose for the safety of my men...my remaining men, I should pull back…" Jonah submitted bitterly. He had hoped to walk out of this with both eggs. And now his profit would be cut in two. His sulking however was cut horribly short as a burning hand wrapped around his shirt and pulled his face nearly into the fire.

"**Be sure you do.**" Heatblast then pushed the man away before walking to the center of the boat and extending both hands back as his flames began to grow. And just like before he launched the concentrated stream of heavy water and got himself airborne. As he propelled himself away he caught sight of the bright red letters on a plank of wood. From the crate the kraken had destroyed, it read Cannery.

The flying pyronite remained high in the air for more than twenty minutes as he flew further away from the Friends of Fish and even passed over the group of mobile hikes before landing in an isolated patch of forested ground. His head was more than a little fuzzy, flying for so long as Heatblast always left him dizzy. So with an aggravated huff he pressed the watch face on his chest and let the dark red light consume him.

"Benny?!" He heard someone call behind him, and like before he considered back handing the voice with his watch hand, but stopped at the blank stare. She had ditched her earlier bathing suit for a pair of light blue shorts and a yellow shirt. And as Ben stared at her blue eyes and knowing stare, he couldn't hold back his instinctual reply.

"Oh fuck…"

She seemed taken back by his use of swear words, but decided to ignore that as instead the prime subject of her focus was currently residing in his wrist, though its usual dark electric green color was replaced by a dumb looking red. Then she recalled his explanation to her during their first meeting.

"So...you weren't joking about the alien thing then? Wow…"

Ben couldn't help but chuckle. He recalled the first time he had met Mandy. They had bumped into each other on a remote plumber base, and like a clutz, had managed to spill each other's coffee. At the time she was more excitable seeing as she met the hardest hitting member of the plumbers at the time, though she had forgotten about that as she threw her papers to the ground and pushed him against the wall with a snarl demanding a new cup of coffee. Leave it to Mandy to either always be underwhelmed or overfocus on something else.

"No. Momma didn't raise no liar." Ben crosses his arms as he tried his best to look and sound sagely.

His efforts were rewarded! With a punch to his exposed shoulder.

"You moron. Alright, you gotta turn into one, I'm super curious how it works?!" She said grabbing his hand in her own and lifting the watch closely to her eye.

Ben pulled it back however. It was bad enough that he had to come back to this world, to lose his chance at normalcy, why should Mandy have to do it too? No, she wouldn't need to. He'd figure out the omnitrix, earlier this time, and destroy Vilgax before he could ever even dream of taking over his planet.

"Look...it's better if you just forget what you saw here today." He tried to offer her the out but he received a he'd shove into a tree as she gripped his shirt collar. Her short hair, and narrowed eyes painting a very imposing figure. Ignore the fact that she was already taller than him.

"I'm not some damsel Benny, I'm pretty sharp for my age, so how about I let you go and you try again."

Ben raised brow. He had eleven immensely strong alien life forms at his disposable, ten of which were capable of ending her life like it was nothing, but here she was standing up to him. Acting as if she were the superior one here. He recalled her doing something much the same with Vilgax at one point.

"Try again?" Ben asked, already having a clue what she meant.

"Man your dense. I'm giving you a chance to ask for my help, and be very selective with your words, I'm very picky about who I help." She sweetly said as she tilted her head slightly to add to her cute factor.

"You should really back off, you have no clue what your walking into." Ben doubles down, already knowing what was coming next.

Her face freezing in that cute pose with the only movement being a twitching brow, indicating the amount of wrath you had just occurred. Her fingers uncurled from his shirt before they latched around his wrist and pulled him hard. Ben already knew what was coming. She couldn't convince him, and she wasn't quite so petty as to threaten to blab his secret to the public. But he caught her in his grandfather's mobile home, meaning she had likely made friends with Gwen. Meaning she had gotten information, information pertaining to Gwen and her family, meaning she now had information in him. With a sigh Ben let himself be pulled back to his grandfather's mobile home and stood there dejectedly as the blonde girl holding his hand flailed the omnitrix back and forth to get everyone's attention.

Gwen, who was still wearing the dress that Mandy had supposedly given her, yelped at being suddenly intruded upon.

Ben did nothing as Mandy began spewing his secrets to Gwen. Which went something like 'Benny has a watch that lets him become a fire alien!' So but much, apparently not getting her way made her forget that he had already told her just what it was that he had in his wrist. But seeing as he couldn't very well go and attack a cannery during working hours, even if it was being used by a smuggler and his goons, he had some time to kill…plus he was curious just what kind of DNA sample the omnitrix had gotten for him. He already had a pretty nice name for his new form if it proved to be what he expected.

Suddenly his brain which had been a thousand miles away was violently pulled back to earth for center stage as Mandy decided the best way to intimidate Ben would be to get close. Too close. He could feel his personal bubble popping and the air burning his skin as she was a hair's width away.

"I'm too of my class, my whole school district, I'm smarter than most people could ever hope to be, so why won't you ask for my help!?"

Ben wanted to snarl at her and tell her very clearly that she didn't know what she was signing up for, that she could never begin to imagine the hellish torture she'd go through if Vilgax had his way. If things played out even remotely the same as last time...but why would they play out that way? He was better now. He had more of an understanding. He knew what he was wielding ...and he wouldn't hold back if it meant saving everyone.

Before he could say anything she stepped back, having seen the silhouette approaching. The door, Max stood there with his signature grin as he moved for someone else to come into view. A tall man with dark skin and sandy blonde hair with brown eyes and crows feet.

"This is an old friend from my plumbing days, Vince, imagine how surprised I was to catch him here!"

Vince, looked between Gwen and Ben with a smile before noticing Mandy standing there, by a girl sporting a dress that looked eerily similar to the one he'd recently gotten his daughter.

"Honey? What are you doing here?"

Ben didn't even have to look twice to notice the gears spinning in Mandy's head. And he saw two very bad ways this could go, but he couldn't play interception here, something just wouldn't let him.

"Oh! Daddy, I was spending some time with my new friend Gwen! We like the same authoress."

Vince smiles at the sight of his darling girl making friends.

"Well that great honey, but we're going to be packing up soon, so say goodbye and go see if your mother needs help."

With anid she skipped out of the rust bucket and Ben could feel nothing but bad vibes about what she was planning. No. There was no way she just dropped it.

"Well Max, sorry to cut it short, but summers short and I promised to spend as much of it as possible with the misses and the kids."

Max laughed as he shook Vinces' extended hand, "No worries Vince, be safe out there alright."

With a sigh, Ben walked over to his bunk and laid down, he had nothing but time to kill until he couldn't act on his plan. So catching up on sleep

would probably be best for him.

**June 8th, 2005: 22:48**

The day had been agonizingly slow. The few parts that had been of a decent tempo seemed to barely last. Ben couldn't help but sit there on the dick looking bitter beyond compare as the last of the people playing in the water gathered themselves and moved to the shore.

His bitter scowl slowly morphed into a smirk as he pulled his hand out of his jacket pocket and stared at the pure green image of the omnitrix. His nap had helped to clear his head, but he hadn't gotten any further in figuring out how to unlock more forms. And worse than that, he seemed incapable of forgetting about the annoying Australian American girl who had seemingly invaded his life for the second time with very little of his say so. He didn't care what his reflection looked like, he wasn't smiling like a goofball at the thought of dealing with Mandy Blake Evans, and he definitely didn't want to know what she was planning.

His moment of thought concerning the girl and his watch was cut unfortunately short as he saw the half moon peak out from behind the cloud coverage. He'd have to work fairly quickly considering Max could wake up and notice he'd left his bunk vacated. Ben pressed down on the button of his watch and flipped through his option, debating whether he wanted to try out his new being now, or go with a tried and tested form. With a chuckle he pushed down and after a moment of bodily alteration he stood at just over six feet with a set of jaws that looks able to swallow children whole. His body arched as he threw himself up and into the water. The loincloth like flesh covering his alien reproductive organs merged with his legs as it became a single appendage, something reminiscent of a mermaids tail, and with little more fan fare than that he was off.

Ripjaws took a moment to acclimate to his semi-natural environment, the sudden feeling of being top dog making his instincts flare. But he had to focus, he only had a limited window until Max would notice his absence and then he'd have to explain what he was doing. And if he Max caught wind of the disappearance of a certain founder of a smelly organization it wouldn't look good. Fortunately he rounded his thoughts together and took off, enjoying the Feeling of cool water rushing over his gills, the murky water illuminated slightly by his angler light, and his sights set in one despicably run cannery.

Atop the water's surface were the skeleton crew keeping the cannery running at such a late hour, with one grumpy looking Jonah overseeing most of it.

One of his boys operating the forklift jostled the crate a bit much for his bosses liking, resulting in the already peeved Jonah stomping over.

"Hey! Watch it! We're already down by half thanks to that fire guy ruining our catch."

The surface of the water erupted and from the murky depth came a pale white fish man. All the dock workers froze at the sight as it turned it large eyes on them. His razor sharp array of teeth perfectly catching the light around him.

It seemed to smile as all of them paused to observe and the first word it uttered was a sight to behold.

"Boo."

And like that, chaos ensued. The lift driver screamed as he hoped from his seat and began to make distance between himself and the sea monster. Before now, they'd been mostly safe from the denizens from down below while on shore, even when that lake monster was the one doing it they'd been fine as long as they stayed far away from its nesting area.

He hadn't made it far before a webbed hand with claws latched into his collar and pulled him back. Hard. The fire of which choked him slightly as he was slammed viciously into the deck. The onlookers scrambled, the majority of them were just simple hands for hire, they hadn't cared what was going on. But the few trained smugglers present made space and withdrew firearms, simple handguns of some common make and model, before the began firing on Ripjaws. The fishlike alien doges under the first wave of fire before retreating to his watery dwelling.

The bullets continued to hail and after a moment of loud bangs being the only audible thing, the disappointing clicking could be heard. Jonah, from his place crouched by the crate, rose to see if he could spot some sort of blood clouding the water, from behind him one of the younger men said something that he really should have known not to.

"Think its dead?"

The silence that followed as everyone looked at him with disbelief continued for a long moment until the sound of splintering wood filled the void, the man screaming as webbed hand latched around his ankles and dragged him into the water.

Some of the men present screamed, others flinched, many winced, the only one not concerned with the death of the boy was Jonah who was trying his best to push the crate containing his soon to be fortune, away from the water. He stopped realizing the hired help were just standing there staring.

"What are you idiots doing? Help me push the egg!"

He looked on practically foaming at the mouth, his irritation abundantly clear. A webbed hand tightened on his shoulder. Realization slowly sinking in. His head turned like a rusty crank to face the wide maw of the monster behind him. His dissatisfaction also very clear for all to see.

"There's something I hate...and its needless death." Ripjaws offered before spinning Jonah around and knocking him out cold with a mean uppercut.

With a snarl he sent the remaining viewers running before he set his sights on the crate. His clawed digits made short work of the booted shut wood, and after a slow second he removed the large egg within. It fit nicely in his mouth, with room to spare really, funnily enough. As the Picciss Volan made his way to return to water, he looked upon the spot where slumbering form of the would be smuggler had lied, only to sigh at seeing it empty. The sound of a claw releasing filled the air and the dock shattered at the diving submarines crashed into it. Ripjaws and the pod like submarine took a dive into the cool water below. The Piccis Volan instantly had his eyes readjust as he found the dark skinned smuggler within the sub glaring out through the looking glass at him, it also dawned on him that he had misplaced the egg now.

The submarines shoulder like cylinders span for a moment before the lens covering the flashlight within were pulled back leaving the spotlights to be revealed, and as quickly as Ripjaws saw that he attempted to close his eyes, but even through his thin eyelids and mucus like membrane eye coverings, the light shine through half blinding the poor alien.

The metallic arm wrapped around his lean body and squeezed him tightly against Jonah's submarine as he piloted them down to take the egg that had sunk to the seafloor. The pressure that kept Ripjaws in the mans uncomfortable grip and threatened to snap him like a twig meant he had to find a way out fast, and think fast he did. So with little regard he felt the small bones in his jaw unhinged and allow the gaping maw he possessed to widen to unreal levels as he sank his sharp upper jaw into the glass and forced the bones to reconnect to apply pressure to the glass. The cracks formed instantly and it took barely a second more better the viewing shield if the submarine shatters, Ripjaws would be spitting the glass shards out afterward, leaving Jonah to panic as the water rushed in.

The robotic arm that kept him still loosened as the sub engaged all rotors to push up and the man moved to break the waters surface. As the young alien turned to go after the egg a thought cake over him. He was sure that he'd never be able to fully stop smuggling. He didn't know if Jonah would even give up after nearly dying...and even if all over the world smuggling kept going…maybe he could prevent something now. So with narrowed eyes Ripjaws swam after the submarines that was now resting in the water's surface. His body cut through the water like a torpedo and as he broke the surface of the liquid body he flew through the air before landing on the pods damaged face, scaring Jonah witless. The bobbing machine whines as he reached in and yanked the man out.

Their eyes locked and Ripjaws searches through his frightened eyes for it, for just a hint of regret that he hoped would scare the man straight. He found none of it.

He had meant what he said, he hated pointless death...but something about idiots like this seemed to scream foolhardy and incapable of learning. So with only a mildly reluctant sigh he grabbed the man by the ankle and dragged him to the water, the smuggler pointlessly struggling against the grip. They'd return the egg together...and Jonah would make a nice snack for the Kraken, even if he'd drown long before they actually reached the beast.

**June 8th, 2005: 23:13**

Ben walked up to the rust buckets door but his hand never reached the handle as it was pulled open for him. As he raised his head to say thanks to whoever had bothered. He fell flat. Standing there looking down at him, with her irritatingly blue eyes and smug grin was Mandy Blake Evans. Her yellow shirt and pink shorts irritatingly bright for this hour of night. But all of this could be forgiven if she hadn't been standing there with her arms crossed and smirking as if she'd won some imaginary battle, really, Ben thought the whole thing was quite irritating really.

"Mandy? Didn't you leave with your dad already?" He found himself asking, if for no other reason than to find out who's he curse for eternity for forcing him to deal with his issues.

"What a dumb question. Obviously I ran away so I could spend time with my best friend forever Gwen and her dorky cousin with the coolest watch in the whole wide world!"

Ben felt his brow twitch and was about to turn into XLR8 and run her to her father's newest campground when Max came up behind her.

"What an active imagination. She convinced her father, Vince, to let her tag along with us, turns out she lives in Bellwood too!"

Ben wanted to head right back into the water and see if the Kraken would let him become a new roommate.

**A/N: **

**THANKS FOR READING!**


	4. Permanent Retirement

**Chapter 4: Permanent Retirement **

**(Alternative Title: Lengths to Which I'll go to Defend)**

**A/N: No reviews to reply to this time around. So let's just carry on!**

**Recommended Fic: A Bleach story called 'My Platonic Reasons' by Hese Solstis! **

**[Ben 10: The Rewrite]**

**June 10th, 2005: 12:00**

Max prepared to insert his card into the machine before a hand tightly gripped his shoulder and pushed him aside.

"Move it gramps. I gotta make a major withdrawal!"

Ben sighed seeing the display before he turned to his cousin at the counter.

The time was now, a very rare and important decision had to be made.

"What flavor of ice-cream do you want?" Asked the bored looking college student behind the counter.

Gwen looked up from the display and smiled sweetly at the young adult, "What do you have that's non-fat and has less than three grams of sugar?"

The boy raised a brown brow at her question before sighing and replying with the same disinterest he would during this calculus class, "Napkins."

Gwen poured at the reply, ready to ask the boy to call his manager so she could complain. Until Ben stepped up.

"We'll take two choclate coffee, strawberry vanilla all in cups please," the young Tennyson said before handing over the money Max had given him before heading for the door already bringing up his watch.

Behind him the boy at the counter went to work preparing the orders, and the two girls stared at the boy as he moved to intercept the going ons outside. The female Tennyson crossed her arms angrily, she liked vanilla sure, but she still felt upset at the reply she was given, beside her Mandy was watching closely at how Ben operated his device.

With a jingle of the ice cream stores bell and a flash of green light, the ten year old boy was no more, in his place was the twenty-plus foot long reptilian body of his newest form.

His long mouth tendrils flared as he let his jaw drop open and roar. His muscular body might have been more suited for water, but even in this dry-hellscape the humans called a dessert he was more than strong enough to deal with anything these small time, no name, background nobodies could throw at him. His webbed hind legs digging into the pavement to ensure his placement and root him as he reached high into the air with one of his forelimbs letting it stretch to the maximum possible distance before he smirked as best he could let his brilliance twinkle in his sleek blue eyes as he dropped his forelimb hard onto the engine block of the truck in front of him, the robber and his accomplice screaming in terror as the monster destroyed their truck. The one in the driver seat struggling with his seat belt to try and run away, making next to no progress before a tentacle smashed through the windshield and the spiky protrusions stabbed into his torso and clamped him tightly in their grip like he was a toy in a claw game, before he was pulled out and sent flying into the back of another car, no one else heard the loud snap of the bones in his back as the creature turned its sights in the other. The surprised face the man frozen in fear had didn't last long as with a swipe of his head the kraken like alien whipped him with its mouth tendrils. His body went limp as the sudden force rattled his head shutting out all the lights like a switch as he tumbled down the street a block or so.

In a flash of green the beast was gone and Ben stood there, smirking triumphantly. Behind him a sapling redhead stared at the brutal state the robbers were in, police sirens could be heard in the distance. She wanted to say something but stopped at seeing their grandfather stare at the boy who was still admiring his handy work. Max's approach to him was tempered with a slow walk with a stern face that had a hint of disappointment, Mandy, seeming completely unperturbed by the way he had handled the situation just continued in getting his attention so she could hand off the frozen treat. A cup of chocolate and coffee flavored ice cream much the same as her own. Gwen nearly gagged at the scene. It was irritating to see how carelessly Ben had subdued two relatively men, but seeing him not even appear sorry and someone else not even care, really ground on her last nerve. But before her or Max could say anything Mandy decided to lighten the mood.

"As much as I wanna know how you knew my favorite flavor of ice-cream, I really wanna know what you call that last guy?"

Ben smirked, he'd been waiting for a good chance to use that new DNA sample, and opportunities seemed slim as they had withdrawn from the coast. "It's my favorite flavor of ice-cream too," he said as if it were so stupidly simple that it was a waste of breath to answer, even if she glared at him for the reply and tone. "And I'm considering calling him Attaken." He tacked on, he hadn't really named his forms much after...well, everything, he had spent the first night or two brainstorming names but hadn't really gotten far…or even coming up with decent names half the time.

Mandy nodded along taking a spoonful of the frozen cinfectionary in her hand. Her plot had worked in distracting the two 'normies' of the group, the ones that thought they could direct the kid with ten-plus alter egos, all of which immensely deadly to squishy humans, but she seemingly distracted them from his handling of two moons. Max waved to get their attention. He'd not so soon be fooled by the young girl, she wasn't quite the manipulator that Vince was just yet, but he'd let her believe himself fooled, they still had a long drive ahead of them and he'd have more than enough time to confront Ben sooner or later.

"Alright guys, hurry I promised Vera we'd be there before four today."

His eyes already on the rust bucket, key dug from his pocket as he began his walk to the mobile home.

Gwen and Mandy groaned, having gotten wind of Max's plans earlier in the day. It hadn't been hard, Max so rarely used the satellite phone in the R.V but when he did, more often than not it was to converse with family. So this morning while Ben fixed his hair into a ponytail to pass the time as the coffee brewed, and they waited for the water to heat up to take a morning shower they had overheard his plans to stop by for a day or two at his sister's house.

The omnitrix wielded felt himself smile, it's been a decade, easily, since he'd even heard mention of his extended family, he was overjoyed to be going to visit the bubbly elderly woman, the one who would pinch his cheeks, offer him fruity flavored jello molds with chunks of bitter dried fruit inside, and remind him to scrub behind his ears before every bath. He didn't even want to wait time eating his ice-cream now! He just wanted to hit the road. Smirking he looked toward his watched and quickly spun through the options before coming across a certain brightly colored dog-like gorilla esque transformation, with a flash of bright green light his body changed again, this time into the brightly colored Vulpimancer, his black lips pulling back to let his tongue hanging out as he spread his jaw wide and ate his ice-cream, cup with plastic spoon included, in one gulp. His body moving with a trembling effect as his enhanced perceptive abilities had him feeling the cold sweet go down his esophagus. Needed to get his mind off his snack he sniffed the air and looked through his gills finding the heat signature of his grandfather none too far at all! With a roar of excitement he ran over and tackled Max to the floor and licked his face. It was the best he could do to say it sounded like fun without changing back.

Wildmutt could imagine himself receiving many an odd look from his companions, a sick one from Gwen, a bored or maybe intrigued one from Mandy, and stupid but caring one from his grandfather. The fun wasn't made to last it seems as the canine alien felt a presence come to his side, his food glaring to see which of the two girls it was, Gwen was surprisingly warmer than Mandy at the moment. His enhanced hearing picked up the sigh that came from the girl before her small hand bundled up in his fur and tugged at it to get his attention. Pointless as it was since she already had it. But he did her the favors of turning his head to face her.

"Gwen's usually not so moody, what's the deal with Vera?" Mandy asked as said girl had already moved to enter the mobile home, likely to claim a spot by the window at the table with her computer.

Wildmutt chuckled as best he could before he reached over with his paw to hit the watch face on his shoulder guard and change back. The boy couldn't help the groan as he became human again. It was always a bad let down to go from the incredibly enhanced senses of a vulpimancer back to the meek ones of a human. It took a lot of his self control to keep from growling, the leftover primal instincts tugging at him. He'd need to do a soft wipe of the current DNA fixtures soon, he didn't want to change back only be able to see grey for a week like before. But, he pushed all that aside, he'd been asked a question and seeing as she had gotten some of the heat off his back this morning he felt a tad more willing to oblige her. His hands coming up and pinching each cheek as he smirked at her.

Ben stretches and pulls on his own cheeks, "she's a pincher," he chuckled releasing his own face.

Ben already knew how Mandy felt about people she didn't know being around her, and she hated being touched without consent. He could never forget how quickly she had dislocated his arm the one time he tried to initiate...his smile dropped as looked toward the camper he'd been calling home for over a week now. Sometimes it was too easy to forget that while the names and faces might be the same, that these weren't the same people, they hadn't been shaped by the same events...and if he could help it, they never would.

Mandy felt her face fall into a grimace, not at the mention of the elderly lady who would be pulling in the fleshy fat around her mouth, but at his quickly Ben had gone from beyond happy to looking beyond miserable.

**June 10th, 2005: 15:52**

Let it never be confused. No one, and he meant no one would or could ever confuse the Rust Bucket for a 'speed machine' but when they passed the chain link fence around the community and made the soft right into their desired street, all passengers aware of their expectant elderly host breathed a sigh of relief at seeing that they in fact still had a whopping eight minutes left before they were late.

The rust bucket was pulling into the empty driveway of their host home, and not a moment too soon, as the kids Great Aunt Vera was standing outside, waiting expectantly for them. Her purple blouse and pale violet dress skirt fit her snugly, and the hard smile on her lips seeming too practiced. The hungry look Ben saw in her green eyes and stiff shoulders that seemed out of place on anyone who wasn't a war veteran at this old age were more telling than he cared to admit. But he shook aside the thought, he was more likely than not imagining something that wasn't there…

"Hey Ben," Mandy asked from her spot beside him at the table.

"Yeah Mandy?" Was his genius reply.

"Why is your watch suddenly yellow?"

Ben didn't even sigh or groan as he lifted the device to his face and inspected the four yellow circles along the circumference of the watch face and the bright yellow hourglass in the center. Seven times out of ten, to retrieve alien DNA it required him to let said alien touch the device, but if that aliens presence was, say, all encompassing then it would just get added by proximity.

His brown brows knit together as he palmed his face. He was really looking forward to this too.

"Max! Kids! Welcome." She tried to say warmly as she offered a jello mold with odd unidentifiable chunks inside, Gwen took the mold on Max's behalf and moved to deposit it in the fridge within their mobile headquarters. Huffing at the gesture Ben did his best to appear calm and relaxed, even though every fiber of his being was telling him to go alien and deliver the smack down hard on her. The thought alone made him feel guilty since in the looks department she was definitely aunt Vera. Old and saggy. Ignoring his shuddering Ben straightened up and smiled. He'd wait until she revealed her hand before he unleashed his.

"Hey Aunt Vera! How've ya been?"

The woman recoiled, and Ben saw it, before smiling and reaching out to ruffle his pulled back hair. Not the usual action, Ben noted tallying up one strike against 'Vera' so far.

"Ben, you're chipper than usual. Is it because if this cute little lady here?" Vera asked moving to pat Mandy's head. The dark skinned girl huffed at having her perfect, in her opinion, hair ruffled but she remained dutifully still as to let the woman finish.

Gwen received a hug alongside Max, and the group was soon after invited inside. The home was as to be expected, cluttered with heirlooms and nick knacks and other momentos alongside every square inch of wall covered by family pictures. Mandy wasted no time in finding a picture of young Ben crying while sitting in a kiddie pool. The other kids around him laughing as Max tried to console the young boy.

Her vengeful smirk grew as he withdrew her sickening green flip phone and snapped a picture of it. The title of the folder she entered was Blackmail, and Ben didn't feel an ounce of regret for peeking over her shoulder to see it. His smile growing as he decided he'd go upgrade and erase it later.

Vera, ever the excellent host gave the group a small tour, showing off the two bedrooms, one for the girls, and one for the boys, to share for the following nights. Even then though, each room only had one bed, meaning they'd not only be sharing a room but also the bed within the room. As they left the bedroom section of the home Ben noticed the sticky nature of 'Vera's couch.

"Hey Aunt 'Vera' is that a pull out couch?"

The woman took longer than anyone really should have to answer such a question, before she gasped and nodded, "Why! Yes it is Ben, nice catch!"

Ben fought to keep the frown from his face as he tallied her second strike, "Right...since there's three beds how about I take the sofa bed with Grandpa Max and Mandy and Gwen can each take a room."

Gwen seemed more shocked at the kind offer than anyone else in the room. Ben May have his moments but she didn't think him one to do willingly sacrifice a chance to sleep in a real bed so soon. It just continued to reaffirm how off her doofus cousin had been acting since the start of summer.

The group conversed for a few seconds to iron out any more board details after that and continued with the short tour, funnily enough she took a wrong turn more than once and as much as Ben was ready to call that strike three and unleash some tetramand fury upon the woman, he knew the minute he did she'd play innocent and get Max, Gwen, and Mandy on her side…he'd have to wait till everyone else was ready for lights out before he could do anything, that, or isolate the elderly woman.

**June 10th, 2005: 18:32**

Turn and turn the dial went, when would it stop? Only Ben really knew. If you asked him, he'd gladly tell you the second he unlocked the master control he'd happily stop messing with it for a solid week, maybe two. And as he continued to turn and turn the face of his watch, the group at the table happily eating fried chicken and mashed potatoes, except for Max who had pulled some boiled sheep's tongue from his home, ignored him in favor of eating their meal and catching up.

"So Aunt Vera, how's the quilting group?" Gwen asked, ignoring the bored huff from Mandy at her side.

Vera hummed for a moment, "They're all quite fine dear." She pushed the creamy mashed potatoes around her plate, she'd yet to take a bite, even though the others were more than halfway done. Ben let his attention move from the omnitrix and back to the dinner table, eyeing the meal they'd had suspiciously before deciding Max could hold the fort for a moment while he washed up.

"I'm gonna hit the shower, be right back." And with that he vanished into the hall, half his senses still cast back to the dining room. It still felt too convenient. Too practiced. Too forced. This Vera. He hated having to play by someone else's rules. It was beyond aggravating.

He locked the door behind him and reached past the curtain to turn on the water, hot and steamy, before casting away his shirt and pants. He had already ditched his shoes and socks in the living room. The water pelted him as he dug his fingers against his scalp. He was lost for ideas. He didn't want to wait, what if whatever this 'Vera' was up to was already in motion and he didn't act in time to stop her. What is Max got hurt or Gwen or Mandy.

He clenched his jaw. He didn't, couldn't, do anything the first time, not right away, but if anyone did anything to his family this time around...he wouldn't hold anything back.

His thoughts were halted as he heard a loud crash. And like he'd practiced a hundred times in a previous life his mind turned on the autopilot as he rolled out of the shower and activated his watch. The green glow erupting outward as he changed into everyone's friendly ectonurite.

His body darles as he phased through the walls and flew back into the kitchen. Both girls were passed out, happily slumbering as if they naturally fallen asleep, but the front door was smashed inward, and the obvious signs of a struggle were all visible. He didn't hesitate as he reached into the heads of both girls and used his abilities to shock their brains into action. Mandy shuddered and whimpered at the invasion of her mind before she sat up and whines about her headache. Gwen beside her just silently cried for a minute before shakily standing up.

He realized he was still invisible around this time. So Ghostfreak let himself become seen, only to wince at the scream from Mandy. Right he hadn't told her he could become an ectonurite yet.

"Hurry! They took Grandpa!" Ghostfreak hissed ti both in his usual raspy voice before he grabbed them both and flew through the open door, further down the street he could see the retreating golf cart.

Ghostfreak's sole violet colored eye narrowed as he hissed aloud in a ghostly wail for all to hear, "I'll tear you to shreds!"

Without hesitating a moment longer Ghostfreak was in pursuit, carefully keeping both girls in his grip. It wasn't hard, he could fly almost as fast, if not faster, than Wildmutt could run. The souped up golf cart stand a snowball's chance in hell of outspeeding him.

With a spin he tossed big girls into the hammock in the front yard beside them, which they landed haphazardly in, before five bombing the golf cart, his bony fingers wrapping around the roof of the cart before ripping it free. 'Vera' was within with Max knocked out beside her. She turned and swung at the ghostly form only to have her hand pass through him. He hissed and grabbed the woman by her head before lifting her from the card and holding her in the air by her head.

Her struggling meaning nothing at all to the enraged ectonurite, his skin wiggling as his tendrils fought to tear out and tear his prey apart.

Her struggling ceased for a moment as she reached up and grabbed his wrist to stabilize herself.

"What an ectonurite doing so far from Anur Transyl?" She huffed, her squirming continuing.

Ghostfreak considered answering, before he recalled this was just some imposter who had tried to kidnap his grandfather.

"Where's Vera?!" He hissed, his fingers digging into the back of her cranium.

"I won't tell you anything!" She screamed as she broke her back to deliver a jaw shattering kick...that didn't connect with anything. Instead the hands holding her up constricted as the two of them descended from the air and Ghostfreak sunk deeper into the street, hands still around 'Vera's head as he smashed her cranium against the street. She didn't get a chance to scream from the impact as his intangible hand reached into her head, her mind a minefield if static signals displaying hundreds of different views from hundreds of different peoples. Her loud screaming continued for a moment longer until her mind became nothing, it was completely destroyed by Ghostfreak who now rose from the ground, head bowed and shoulders stiff as a board.

He turned his head at the slight feeling of someone approaching him and had to hold back his temptation to lash out an arm as he realized it was just the girls. He looked toward Max, he had been knocked out...and he really didn't want the old man to see what he was about to do.

"A-Aunt Vera?" Gwen asked shakily.

Both girls recoiled as her body finally began to change and melt into green goo. Ghostfreak has to perform a double take, he hadn't been too sure he had actually killed them, but boy was he god that he did.

"I know where these fakers have their shooed docked," Ghostfreak said as he reached up and pressed the symbol on his chest to bathe the group around him in green, his form changed to the hydrokinetic form of the decently armored oshian, "Stay close, we're gonna save Vera and her neighbors."

Gwen seemed completely and utterly off put by her cousins out calm under fire attitude as she just put two and two together to realize what was happening.

"So...what do you call this one?" Mandy decided was the more pertinent question to be asked.

His deep yellow eyes stared at them from under his hood-like shell as he spoke like someone did from a rebreather, "Water Hazard."

**June 10, 2005: 20:03**

The ship they were using was your stereotypical extraterrestrial style flying saucer. It had a long ramp that looked similar to a conveyor belt, the body of the ship was a sleek metallic grey, with blue and purple vein like lines tracing the outer rim. All around the cluttered ship were blob-like humanoid shaped aliens. Some were simply conversing, talking about nothing while others gushed about getting back home and feasting. A few of the possibly lower ranked ones were still organizing the mucus pods to keep their meals fresh until they returned to their homeworld. All the Limax stopped what they were doing as an Oshian rounded a corner, his posture relaxed and a bit of water dripping from his clawed fingers.

"Greetings 'gents," Water Hazard greatted as he rose both palms to face out at the gathered Limax, "first rounds on me!" He laughed as the geyser like jets of water erupted from his palms and washed away the Limax in cries of pain and agony. The tall red and black alien didn't waste a second as he continued walking forward, his plan a simple one. Get all the rats in one place...and then drown them.

**June 11th, 2005: 07:29**

Happily everyone waved goodbye to the real Aunt Vera, she'd slept soundly through the night after Water Hazard Gad frees her and most of her neighbors from their pods before he changed into the kineceleran and delivered them all back to their respective homes. It had taken many minutes to figure out which geezer went where but they, he, had done it.

Max spared him a strained smile before sitting down and turning on the rust bucket, they decided they wouldn't be spending the weekend after all. So the kids all too happily took a second, more authentic, Vera jello mold and said goodbye. Time's a wastin and summer didn't last forever after all.

Ben plopped down at the table beside Mandy and began to fiddle with his watch.

Gwen hadn't talked to him once since he'd explained his plan to dissolve the Limax. She hadn't even spared him a glance, she knew what the Limax did was wrong...but she couldn't help but wonder just how many tens of 'people' her cousin had so easily killed…

"Why are you always messing with your watch?" Mandy finally asked leaning into his personal space, her short and soft hair rubbing nicely against his bruised cheek. He hadn't been as careful or quick during his roll out of the shower the previous night.

"I'm trying to unlock more features." Ben said, as if it had been the most obvious if things.

Her eyes widened, barely a millimeter, as she yanked the watch from his grip and held his hand up to her curious eyes.

"You can do that?" She asked as a small smile tugged at her lips.

Ben didn't like the familiar look in her eyes but he sighed, if anyone could figure it out, besides Azmuth, it would be Mandy.

"Yup." He said popping the 'P' as Mandy began looking over the omnitrix with an inquisitive eye, she'd set the goal just now, she would figure out alien technology and help Ben be the best hero he could.

**A/N:**

**Thanks For Reading!**


	5. Hunted

**Chapter 5: Hunted**

**A/N**: _And like that another week has come and gone. Hope you've had a pleasant one, and I hope you enjoy this chapter!_

_**Review Replies:**_

_**Avenger2003: **Glad ti hear your still liking the story, hope that's continues to be the case moving forward, and yes! Max and Gwen will eventually question Ben's actions. Even now Gwen's internally questioning it all. Eventually Max will do something, probably, read and find out! _

_THIS WEEKS RECOMMENDED STORY IS...**A Different Dish by: Proman1398**_

_Let him know I sent ya! _

_**[Ben 10: The Rewrite]**_

**June 12th, 2005: 01:20**

With a tired sigh Ben pressed his back against the wall of the bathroom, his simple orange t-shirt and boxers sleeping attire covering him enough to keep him from feeling embarrassed at being cornered in this particular place. The hand gripping the front of his shirt and the angry electric blue eyes staring into his petrifyingly cold. Her pink lips in a thin frown as she pushed the young boy against the wall, she may have been taller but he had eleven other forms that dwarfed her easily, Grey Matter being the sole exception...until he got Nanomech, made him feel as though he was being mugged. Her intensity seemed to double as if she could tell that he was disregarding her intimidation tactics. Her throaty growl made the young Tennyson blink in shock. When had he ever succeeded in making Mandy so distraught as to growl at him?! Was this a sign of the end times.

"Where is it Benny?" She began staring through him, as if her gaze could detect lies.

Benjamin weighed his options. He still wasn't wholly on board with bringing Mandy into the cold of this, not again if he could help it. So he'd have to play it cool. It was by miracle that the girls sticky fingers hadn't snagged the sheets of paper sooner, or during their first meeting, but here they were discussing this like hooligans. Well, a hooligan and their punching bag.

"Where's what Mandy?"

The girl holding him by the shirt scoffed at his poor attempt, was he really that bad at it!

"Please Benny, I may have beauty in spades, but don't disregard my intellect so soon."

Ben chuckled, leave it to Mandy to have arrogance be cute, and so shamelessly toss humbleness to the curb. He tiredly blinked. They've been at this for a while now, she'd watch him fiddling with the dial, apparently assuming it to be the main key needed to reprogram things. Then she'd take a turn, then get upset and pout as he tried again, rinse and repeat for several hours and they were no closer to unlocking his desired goal now than they were at the start.

"Ever the humble and fair beauty huh?" Ben chuckled, maybe if he put more effort into it.

"Wow. I just told you I'm no ditz you lame brain, so stop holding out on me, I saw you walk in here with notes!"

Was he seriously this bad at dissuading? Or was he such an open book to the girl that she so effortlessly read through his lies. With a frown he doubled down on his glare. He had to, if not he'd show his tell, he'd glance, he'd unintentionally give it all away.

The pressure suddenly vanished from his chest as Mandy turned around, her hands curled into fist with her chin tucked to her chest. A loud snuggle filling the occupied room.

"A-am I really that untrustworthy?" He heard her say. And it hurt to hear.

He let his jaw slide open to object but froze when she turned to stare at him, her eyes redder than before, a sleek shine to them, she was teetering in the edges of crying or not… It felt like someone had slid a diamond hard blade through his chest, slowly pushing until it poked through the other side. His breath hitched as she wrapped her arms around his torso. Her face nuzzled into his stomach. Her knees on the RV bathrooms floor. Her muffled sobbing causing him physical pain.

'Was I really making her feel that bad? Was this my fault? Could this be easy to fix? Why can't things ever go my way?!' Where all things Ben thought as he re-weighed his options and placed both hands in Mandy's shoulders.

"I...I'm not falling for it…." He said instead. He could feel his eyes gliding over the room, everywhere but her and where he hid his notes.

She sniggered. Her head rising as she stood and frowned, tried to anyway, her smile never left.

"Wow, either your heart is made of stone, or you never had one." Mandy laughed at her comment as she cleaned her eyes up.

"Maybe I'm just that clever?" Ben offered sliding down the bathroom wall, sitting against it silently looking up at Detective Mandy.

She scoffed walking over to the sink to fix her short sandy blonde hair.

"Honey, don't flatter yourself." She said as she reached up and opened the mirror box and ripped the pages off the bottom shelf where they had been taped.

"How!?" Ben asked, genuine shock on his features. The girl for her part just smirked as she walked over and cupped his cheek.

"Brains and beauty, I'm the complete package Benny. So get a clue." She offered exiting the room, notes in hand. Ben still looking bewildered. Stupid. He was stupid. Idiotic and stubborn. That was Mandy. Completely useless. Gwen and Max rarely fit those categories but they hadn't even bothered to wake up long enough to interrupt their little interrogation, now Mandy was one step closer to figuring out alien technology and one step closer to walking back into this crazy world of theirs...the only bright side was that with her help he might actually unlock the Master Control.

**June 12th, 2005: 08:34**

Ben sat on the overturned barrel as Max and Gwen set up a small practice range. It was a poor downgrade from the training rooms he'd gotten used to, and spiked by, in the main plumber bases and mother ships. It was oddly cathartic going alien and rampaging, no holding back, no point in restraining, a simple workout meant to stress test his transformations. He wasn't aware of the nostalgia filled smirk spreading across his face, and even though the person, read loving pest, next to him had his hand wrapped warmly in theirs, he was much too busy reminiscing to bother with how it felt to have his fingers intertwined in someone else's to bother with the thought of what she was doing to his watch. His eyes drifted closed as he pressed his back against the RV, his mind recalling the easier times from his own time. His rhythmic breathing soft as he calmed himself, his hand barely jostling as the girl by his side kept turning the dial of the omnitrix.

The moment of calm reprieve was shattered hopelessly as Gwen called out to the young hero, "Hey doofus! The range is done!"

Ben peeked through one half open eyes and groaned, pulling his hand away, gently, from the girl who'd been holding it, as he stepped forward, he discreetly looked over his shoulder her to see her mild frustration at being interrupted before she returned to the notes. His face morphed to a scowl as he simply activated the omnitrix and transformed without consideration as to who he became.

The blinding green light flashed outward and within a second he towered over all those present in his petrosapien form. His shining crystal body gleaming in the light, his half black, half white bodysuit felt like a perfect fit as his naturally stoic face looked over the course. He thought about the best way to tackle it. The idea of simply making a mountain grow out of the ground cake up instantly, but then so did the idea of making a field of piercing jagged needle like protrusions to stab it to pieces. His arms came up and crossed over his chest before he threw them down and let them change into long blades. With a silent cry he rushed forward into the fray, his large body of rock moving fluidly like water as he effortlessly weaves through the tight spaces and cut his targets to pieces, the stands rarely getting any collateral. His blade shrinking and becoming club like as he slammed them together in a clapping motion to destroy a suspended barrel full of sand. His right arm shifting again to become the launching form he typically used as he shot and took down the stacked and standing cans and rocks. His form vaulted over the low wall as he tackled down the 'tire-man' they had constructed. His diamond like body expanding as he let his crystals travel outward and stab through the 'body' of the rubber man.

Standing back up and dusting his shoulder off, a futile effort really, before he turned to see the group of three staring at him, all slack jawed to varying levels. Mandy being the least of three, she being the one most conscious of her image and eating to maintain the thing glass wall that fooled most onlookers. Max being the second least shocked,'likely having seen other Petrosains do damage in a similar scale or worse. Gwen completely shocked at seeing her 'doofus cousin' effortlessly rip through targets.

"So. What was my time?" He tried to diffuse the tension but he didn't receive much of an answer until Mandy reached over and stopped the stopwatch in Gwen's hand.

"Twenty-seven point eighty-nine seconds. Not bad, think you wasted some time with that showboating, if you could keep distance like that, why bother moving in for melee?" The Australian-American girl asked.

Diamondhead gave up a shrug with a deepthroated chuckle, "Spose' I'm just better in grappling range, my projectiles don't pack as much of a punch." To accent his statement he slammed his diamond hard fist into his diamond hard palm.

Gwen swallowed the growing lump in her throat. The whole time she watched 'Diamondhead' cutting through those painted faces and marked targets, she kept thinking about those aliens he had taken out. She kept thinking what if these were real people. What if, what if, what if! She yelped as a hand landed on her shoulder, it was just Mandy.

"You okay there Gwen?" The blue eyed girl questioned the sickly looking red head. The two sharing a moment, a minute glance that told more than Gwen ever thought someone could convey with just eye sight. So much conveyed and transferred between the two in that one unspoken second. But, even if it was just a lot about the current situation, what have her the right to look into her like that. Examine her like some specimen on a tray. Read her like a book. Who the hell was she!

Before she realized what was happening she was moving to shove Mandy away. Until a large crystal hand passed between the two. She looked up and saw the same naturally stoic expression on the Petrosapiens face. But that brought with it its own issues. Why had he chosen to break up the fight. Did he pick a side? Had he realized it was about to get hostile? Was he keeping her from making a bad decision? Or just keeping his girlfriend safe?

Gwen couldn't stop considering the possibilities, so she decided it'd be only rational to follow the trend. Ben wasn't exactly warm towards Mandy, even if he let her get all handsy with his favorite toy, but that wasn't saying much, she was a self proclaimed techo-guru, if the upgrades Mandy made to her laptop was any indication then she had some clue regarding technology, so he was keeping them in good terms so she could devote more effort toward helping him figure out the space watch?

"Break it up."

Gwen glared at the boy. He was manipulating them, the situation, everything. It was pitiful. He couldn't solve it himself so he'd unload his problems, a very Ben like thing to do she reasoned. He was lazy, even if in recent memory he had become more independent and reserved, he was still the same dork as far as she was concerned. Only worse now…

She huffed as her arms crossed. The knit brows on her face scrunching together as she stomped into the RV.

Ben looked after her before giving Mandy a look, on of his eye ridges raised, to which he received a smug shrug. Like always she gave less than she actually knew. With a sigh he dragged a palm crystal hand across his face and pressed his watch. His form reverting to that of an unsuspecting ten-year old. Max staring at him as if he held the answered to the current predicament. He could only shake his head and move to enter the rust bucket, Max on his heels, the day would have to pass on and they'd hoped time would mend whatever wound had been created here.

**June 12th, 2005: 12:56**

Mandy looked up at the top bunk, Benny was happily slumbering away. And while that usually meant time to spend for most others, this little brunette had the nasty little habit of sleeping an hour to two at a time, if not less, so she'd have to work fast less he wake up and catch her in the act. Her gaze cast toward the front of the RV. Gwen reading at the table and Max driving through the barren desert with some country doing playing at a moderately loud volume. So with determined steps she slid the folded notes into the back pockets of her jean shorts and sat down in front of Gwen.

"Why are you scared of Benny?" Mandy asked, skirting around the issue was pointless, especially for her. It was simply beneath her. She believed.

Gwen tensed, unable to keep her shoulders from stiffening or her knuckles from becoming white as her grip tightened in the book in her hands.

"Ignoring me won't make this go away. Ben might seem tough...but he's actually not. If he sees how scared you are...you could really hurt him y'know."

Gwen scoffed as she slammed the book closed, not bothering to mark the page as she set it on the table to glare at the girl across from her.

"Oh? I wasn't aware you were an expert in the boy you've known for all of a week and some change."

Mandy chuckled, "Insults don't work on people who have a firm grip on their self worth. I'm taking time to try and resolve this...I don't need you getting in the way."

The air between the two seemed to grow cold, some unnatural weight appearing out of nowhere, a static feeling passing between them.

"In the way of what?"

"It's rude to ask a question before answering the original one."

Gwen scoffed, but within a twinge if self doubt creeped up. She'd spent hours talking with Mandy by now, she knew how clever the girl could be, how confident she was...could she really oppose that? She always talked big but…

"What makes you think I'm scared of Benny...Ben."

Mandy smiled, "His power. The fact that with the press of a button and turn of a dial he becomes something else. Something with the potential to kill. Hurt. Cause pain. Maim. Mayhem, destruction. Something potentially unstoppable...his confidence and determination. Each individual thing might not get you, not really, not at first, but seeing it up close, again and again and again, it's been drilled in. And you know that there's a line. Benny could do some incredible things."

Gwen gasped for breath. Beads of sweat streaming down her face. Her eyes a trembling mess, wide, unblinking. How? How had she deduced all that?!

The young girl readied to counter, if she could, before Max swerved and a loud boom shook their mobile base. The two looked to Max as she parked and shut down the car before rushing outside, Mandy moving to follow, Gwen caught up in the adrenaline did the same. The three running out over the compact sandy floor to see a large pod like ship with four jets sticking out from the bottom, a seam running along the center of it hissing as steam jetted out. The pod split down the middle, both halves pushed aside by pistons along the middle. Two figures waited inside.

One a bronze colored crab-like being with four legs, a large claw hand, and a flattened dome shaped head, to his left was a figure in light purple armor, with a jetpack and a helmet.

"Ah! Look Six Six locals have come to greet us." Kraab laughed as he pointed with his mechanical claw.

The mutated Sotoraggian let loose a disinterested rant, focusing on how pointlessly stupid Kraab was being and to just end those petty watchers so they could move on.

Mandy was staring like a kid at an idol. She hadn't gotten a real chance to observe the aliens, she thought she heard Benny refer to them as Limax, back at Aunt Vera's home. But now she had uninterrupted, front row viewing of off worlders right before her own eyes!

A green glow flashed from far beside them and a wall of orange and yellow flame rose to separate them. The humans group turned to see the Pyronite form of Ben, referred to commonly as Heatblast, standing at the door of the RV.

"Didn't you get the memo? No solicitors!" Heatblast jokes as he walks closer to the duo.

"A Pyronite?" Kraab ask no one until the sensor on his belt catches his attention, "No? Then you must be the omnitrix user. Thanks for saving us the search. Come quietly or else."

Heatblast sniggered as he crossed his arms, "Alright, here's my counter offer. Get off my planet before I show you what a pissed off Pyronite can do."

The two hunters shared a look before nodding, Kraab launching himself forward and quickly digging down into the earth while Six Six took to the air and drew his multiple laser pistols. The human group running for cover. Heatblast glared at the hole that the bronze colored hunter had used to evade him, and while he could keep a good eye on the one in the sky, that went double for him. He was too visible. But as much as he wanted to launch his offensive, he had three normal, as of now, humans without any means of defending themselves. So he rushed over to them.

"What are you doing Flame-brain they're after you aren't they?!" Gwen erupted, scared and looking for anything to accuse to take the edge off.

"And what'll happen if I make some distance and they decide to take hostages." He countered as he started taking shots at Six Six.

For all the good it did as his flame blast barely grazed the agile hunter. Beams of crimson static cake raining down, with a grunt Heatblast covered the three humans behind him with his body as the crimson electricity washed over him, seemingly running over his stone layer before vanishing. Sometimes he was so happy that earth didn't conduct electricity. His moment of joy however was met with opposition in the form of Kraab popping out of the ground and whacking him away with his massive metal claw. The Pyronites body soared through the air before skidding to a stop in the burning sand.

As Heatblast rose to his feet he saw the distance between Kraab and his friends and smirked as he brought his hands together before throwing them back, his flaming body roaring with new life as the yellow flames surrounding him burned brighter and hotter until they became a dark blue. His violently moving flames of blue rose into the air as he drew back his fist and threw a punch with a wave of flames flying off it, the blue fire washing over Kraab with mild success. Parts of his bronze colored armor now blackened or still red from the heat. Six Six seemed to catch on and moved to intercept before the blue flame erupted outward in a wild vortex that spun like a deadly top before it changed from blue to white. The flames spreading outward before they split and Heatblast threw the wave of white hot flames over Kraab, his robotic cry of pain echoing out has his metal armor melted on itself and burned the one within, his screams of horror continued as the flame kept spinning ravenously over him until it ended, left in the place of Kraab was a bubbling puddle with odd bones and a few appendage like lumps. Six Six blinked at the sight before he saw that the Pyronite was now back to yellow flames and aiming at him, only for everyone to gasp as the burning man as clotheslined by a large armored figure on a hoverboard.

As the figure spun around to move back in on the downed Heatblast as a crescent wave of fire came sweeping out and flew under his feet, the board screeching as its circuitry and mechanisms melted, the figure falling into the sand and saving himself with a roll to get back to his feet. They heard the sound of boosters activate as Six Six took off, obviously unequipped to handle this fight.

"Another one? What is it? Pick of me day?!" Heatblast growled as he fired at the figure.

"I refuse to leave the omnitrix in the hands of someone so bloodthirsty and ruthless."

Before he could reach for the stun gun on his belt a large ball of condensed blue impacted his chest and blew up, the resulting explosion sending him flying back several feet.

The armored figure felt mildly dizzy from the shockwave but lacked any time to gather himself as another torrent of flames washed over him, one after the other, waves of blinding heat washed over him, the sand beneath him was now just glass.

When the waves finally stopped his helmet was damaged enough that the heads up display was faulty, and many parts of it were melted through revealing his blue rock 'skin' the gaze of the Pyronite didn't seem to change much even as the hunter removed his helmet, revealing himself to be a Petrosapien much like the diamond warrior in the watch.

"I gave those other guys a chance to walk away from this. I'll extend you the same courtesy."

"Shouldn't you have offered that before trying to Barbecue me?"

Heatblast chuckled as he pressed the symbol on his chest and changed form into a Petrosapien in a half black half white skin tight bodysuit.

"You tend to forget about mercy when one enteres a battlefield as hostile as you." Diamondhead said as he began to stretch, his arm reaching past his head to grip the spiky protrusions from his left shoulder as he pulled it out to use as a scimitar-esque weapon, his wide forearms splitting as shard spread outward to create a diamond shaped shield for him. He simply stood there waiting to hear the Petrosapien hunter's reply.

"I stand by what I said. Someone as ruthless as you shouldn't be in possession of the omnitrix."

Diamondhead scoffed as he lowered into a more defensive stance, he'd need to if this Petrosapien hunter was half as skilled as he was assuming him to be, though he gave a low chuckle as he decided to play at this fight from a few angles.

"Someone like me? Ruthless? You hardly know me, why don't we put down our weapons and fist and just talk this out?"

The hunter stared at him, so unamused that the irritation felt heavy in the air.

"Is this some game to you?"

"Not usually, but making it one helps with the stress. Hey, why not tell me your name?" Diamondhead answered truthfully, already planning his next real question.

"The name is Tetrax. Surrender now, I don't want to prolong this."

"Sorry Tetrax, but I'm sure whoever sent you to get my favorite toy is ten times more ruthless than me, so stand down...before I have to get violent."

The two Petrosapiens prepared to throw themselves at one another until a shriek filled the air. Max had been kicked to the earth and Mandy and Gwen were now in the grip of Six Six, when the hell had he returned?!

Diamondhead turned and threw his curved blade like a boomerang just as the mutated Sotoraggian propelled himself skyward, the curved blade slammed into the back of the bounty hunter and sent him crashing to the ground with a grunt, the passengers in his grip crying out, the blonde haired one falling from his hold and awkwardly landing feet first, her restrained cry of pain telling of the injury she sustained. The bounty hunter richly kept the red haired one in his grasp as he sprinted for the ship he came on only for the earth in front of him to erupt with shards of crystal, he dared not turn around as he jumped high into the air with a flip to land atop the crystals, as his feet touched down a shower of shards rained against him, many missing their mark, but a select few embedding themselves in his calves causing him to jerk and fall backwards. As the hunter rose to his full height his shoulder pauldrons opened to reveal mounted blasters held by smaller arms that let loose a barrage of electrical charges.

The human made Petrosapien, Diamondhead, shrugged them off as he gripped the aliens head in one hand and slammed him into the crystal wall. The hunter released the girl in his grip, Gwen staying inky long enough to look fearfully in all directions before running toward her grandfather. The world was suffering incarnate for Six Six as a rock hard fist drove into his gullet twice then thrice before he was lifted high over his attackers head and smashed back into the dirt where his foot crushed against his chest.

As Diamondhead prepared to finish off the bounty hunter scum, a stone hand grabbed his shoulder and spun him around.

"You'll kill him!"

The transformed Petrosapien stared at his kin and wanted nothing more than to smash his own stoney fist into the foolish ones face, but chose instead to push him away. They had spoken their words. Many of them had been shared, and while he had moved to keep his friends and family from being abducted his other hunter did nothing to intervene. He wouldn't deny himself the pleasure of making this one hurt like he would have if something happened to his precious people.

Tetrax sighed as threw his arm to the side, already knowing he failed to prevent a pointless fight from occurring, his body shifting as it elongated and became a gnarly blade, in his other hand a blaster was out and he was off running, every so often delivering pot shot's to distract his opponent.

The two collided as a crash, Diamondheads shield arm slamming point first into Tetrax chin as he sliced at the gun in his hand. The bounty hunter cringed as he tried to rebound, but failed as a hard smack cane from a dual handed chop from the blade in his opponents hand.

A moment of peace cut the battle as a roaring sound filled the air, though neither combatant spared so much as a glance to see what. Gwen has helped Mandy up with Max to aid her and the three now watched the fight as Six Six escaped.

The black clad Tetrax was sent crashing into the ground as a foot pressed into the small of his back, pinned there a barrage of heavy whacks came crashing against his face. His mind became a jumbled mess from the repeated thundering strikes, his face even beginning to chip. Hit after hit after hit after hit cane until a soft scream filled Tetrax ears.

"Stop you doofus! He's done!"

The hits speed to a stop, but the pressure remained unbearable on his back. He dared to rebel against the force, pushing his hands against the earth and rolling away, the whole while raising a few barricades.

Diamondhead turned to level a look at Gwen, the one who'd called out to him, "He's done huh?"

Gwen leveled her own glare, very upset with how merciless her cousin acted, she still didn't dare to look at the still bubbling body just a few meters away.

Diamondhead growled as he realized his mistake. The greatest mistake anyone could make in combat. Taking your eyes off of your opponent.

A force slammed into the nape of his neck and smashed his face into the dirt.

"You...seemed skilled in combat...but you made a mistake…" Tetrax attempted to sound tough, but he was still pretty beat up himself and the chips and cracks along his jaw and face made talking a chore.

The bounty hunter was launched into the air as a small mound of spikes rose out of Diamondheads back.

The frustrated hero rose his blade up high and aimed it like a spear before throwing it, the curvature doing nothing for its aerodynamics. Causing it to spin in the air and crash just short of the intended target, all eyes instantly moved to track it.

Tetrax laughed mildly to himself at a childish act before looking up and letting his eyes widen as the square shield his opponent had been using smashed into his face.

As the bounty hunter landed hard on his back, his gaze moved up to the clear sky above and for just a second he wondered if this was where it would end for him. Taken out by an imitation of his own race. It would be poetic he reasoned, if not slightly ironic.

A shadow crossed over him, Diamondhead towered over him, still just as fresh and pristine as when the fight began. Their golden eyes met and for another moment, he had to wonder, was this the end...what awaited him after it all…

"Gwen! Stop!"

Another figure appeared between him and Diamondhead, a shorter one, much shorter, with red hair and a blue shirt. She was trembling, obviously not wanting to be here, but something else was at the surface at the moment. Her sympathy, her inability to stand aside and watch something die.

"Enough already! You won, he'll leave! Just stop!"

Diamondhead sighed as dragged his rocky hand across his face.

"Don't stand between two individuals like this ever again. Your lucky he hasn't already run you through the chest to get to me moron. And I know I won, I was getting ready to send him off...I hate needless death." He said sagely before becoming enveloped in a green glow, Tetrax nearly gasped at seeing he had been defeated by child.

"Sorry, I'm not very good at holding back. For what it's worth I do hate needless killing. You seem like a good person who just made a few bad choices. I hope that...you can move on from this...and become better."

Tetrax gaped at the words thrown his way. He could scarcely believe that they had come from a child, the look alone in the boys eyes spoke volumes of the experiences he had been through.

With a chuckle followed by a silent nod Tetrax rose to his feat and produced a cylinder from his belt that had survived the majority of the damages Heatblast caused.

"Thank you...I...I did learn something." Tetrax chuckled as he activated his device and stepped onto the hoverboard and took off.

Ben sucked in a deep breath before turning to face his family and one friend. Max seemed...surprised at how unshaken Ben was, Gwen was bear tears and still shaking at her cousins actions. Even Mandy seemed distant, if less so than the rest. With a sigh he stuffed both hands into his pocket and moved to enter the RV. He didn't have anything to explain anyway…

**June 12th, 2005: 17:20**

Gwen stares at the peacefully sleeping form of her cousin. He'd simply ignored them as he stepped into the RV and sat at the table, and from there he hadn't moved an inch until he finally fell asleep. It had taken a while, it was likely delayed further because Mandy decided to Sit across from him and use the boy as a servant. And while it took some prodding he did eventually move to get her set up with some essentials, afterward he grounded himself to the seat and didn't budge. So as Gwen stared between the softly snoring face of her cousin and the bored look on Mandy's face as she read over some notes, the same page of notes, for what had to be the umpteenth time that day with Bens headphones resting on her head. With a subtle, not really, glance toward the blonde girl she moved to the front of the mobile home and sat next to the stoic grandfather who piloted them. She'd been debating how to start this conversation for a while now. How could she bring it up?

"You want to talk about Ben right?" Her grandfather asked, not taking his gaze off the road, not sounding even slightly different from his usual self.

She bit her lip, not daring to look up and show him how much she'd been fixated on this now. She wanted nothing more than to have answers again. She was a top student in her school, she never felt like she was missing information somewhere regarding her life or if she put her mind to it she could figure just about anything out. But here she was struggling to understand Ben of all people.

She nodded her head, not sure if he'd even seen considering he was driving.

"As much as I'd like to talk about it...I can't help but feel like it's not my place. That device on his wrist gave him something that you or I couldn't hope to understand…"

Gwen wanted to glare at her grandfather. She couldn't comprehend it? Was he being serious?

"So just because he can turn into monsters it's okay for him to act like one?"

"Gwen?"

"I could maybe understand what he did to those goo monsters that tried to kidnap you and Aunt Vera, maybe, but what he did those Bounty Hunters...to Tetrax! It's not he's not even him…"

Max gave the squirming girl a glance. Having all that power in your hands meant nothing if you weren't determined. If you couldn't make the tough choices, act when you needed to. It'd change stronger men with ten times the experience his little grandson had for the worst, but here his little soldier was doing his best to be a hero. Stop the bad guys. Even if his methods were...brutal at times. Max could turn away as long as Ben kept to the straight and narrow.

"Is he even Ben anymore? Are we sure that the watch hasn't changed him somehow?" Gwen asked, quietly this time, slightly embarrassed by her hurt outburst.

Mac let his hands grow fractionally tighter around the steering wheel for a moment until he found the courage in himself to respond.

"That watch...has changed him more than we could ever fathom Gwendolyn."


	6. Tourist Trap

**A/N**: _Alright, here's the next one. It's pretty late at night and I don't think I have much to say. _

_Oh! If any of you were curious, the opening song for Ben 10: The Rewrite, is 'Human' by Three Days Grace. _

_The recommended story for this week is….**State of the Meta by Yung Warrior.** It's a Yu-Gi-Oh GX Fox that's really good as if chapter seven. _

Review Replies:

**Demon dark mezzo sangue: **_Thank you. I'm glad you like the story. Yes, after a decade of intergalactic warfare Ben ability to restrain himself is...mildly hampered? I figured that if you were to suddenly move from giving your fights a hundred percent to something like thirty, it'd be pretty hard. I also just wanted Ben to be a little less easy going and more focused and such. Ben will be changing things, or I suppose I will, but it just depends on how much he decides to alter. As of posting this chapter I've already written up to chapter/episode ten, and things are pretty different so far. Also, no Ben is pretty oblivious to how he's making the others feel, it's a coping mechanism he has, I'll be going into detail about it between season one and two break. Thank you for the support. _

**PhoenixP016**: _Thank you very much. _

**June 13th, 2005: 08:13**

Tired green eyes looked out the slightly dirty window with a fondness, the car driving beside them was a family of three. The young boy in the back was happily munching on his sandwich before opening his mouth to reveal it to Ben who had been staring through at him. The ten year old laughed quietly at the sight and gave the boy a thumbs up, at this point their cars diverged, the family taking a left, while the rust bucket kept true. At least until a sudden rocking occurred. The harsh jostling waking up their injured passenger, Mandy, who had stayed up late at night dealing with the pain and reading through the notes again. The look they exchanged made Ben shudder, the way her eyes roamed his features looking for slight changes to the tissue to tell what was going on instead of simply asking like a normal person. But without anymore regard Ben jumped from the table to the door, Max hot on his heels. The two of them stepped down from the raised landing of the RV to see the cause of the commotion was a turned over diesel truck, the semi must've lost control and tipped over and somehow a fire had started and was approaching the turned over truck.

"If those flames reach that semi it'll become a rocket to the moon!" Max stated, worriedly scanning the crowd to see if anyone was trapped inside.

Before the older man even got a chance to suggest Ben act, a flash of green bathed the area and where once an arguably short ten year old with light brown hair once stood was now occupied by the multi-legged, winged creature titled Stinkfly. The Lepidotteran turned his four eye stocks inward to glare at the white omnitrix symbol on his face.

"Sometimes...I really hate you…" Stinfly says, his nasally voice somewhat alien, funnily enough, to even him after so long without hearing it.

The young hero put his wings to work, their rapid beating rising the dust in the road as his body ascended into the damp morning air, and within seconds he was down the street and hovering over the burning station. His jaw dropped to allow him to suck in as much air as possible and with sharp precision he began spitting down globs of sticky green slime that drowned the flames, the crowd that had been shying away grew closer, phones and cameras out to snap pictures of the large bug as he darted back and forth spitting mucus like slime to quench the flames, after several seconds of this the young hero dived toward the turned over truck and used his legs stinger to cut a large hole in the trucks ceiling, the man inside had managed to hit his head hard against the window, the cracks in the doors glass and the blood pooling around it very telling, without hesitating Stinkfly reach in and removed the man from his spot and flew from the truck, finding the group of paramedics that had shown up on the scene to hand him over.

As the man was taken from his hands by hesitant emergency responders a few of the police officers that had seen his heroics nodded in gratitude and a few of the older more respectful ones even saluted. With a nod of his head he was off, high in the air and moving away from the scene of the 'crime' as it were to change back, Max having moved as well was parked outside of a park and was standing outside waiting for him.

**June 13th, 2005: 10:00**

Mandy started down at the lumpy pack resting in her ankle. The swelling has since gone down, and the pain had become more of a constant buzz of irritation, and she'd been bored to tears sitting here for as long as she has. The only upside to it all, was that she got a free servant until her ankle was better, speaking of.

"Benny, could you get me another glass of tea. I'm out."

She would say and the boy with the most powerful wristwatch in existence would do so without complaint. If she wasn't being constantly watched by the all too suspecting Gwendolyn she may have even knitted her fingers together and cackled at how easy it was to manipulate him. Happily she took the glass of tea from the boy and contentedly sipped from it as she went back to looking over the notes they had concerning the omnitrix…

"Hey, Benny, how exactly did you get these?"

And like that. The brunette froze, his hand mid rotation of the watch face and a sickening lump growing in his throat. He had managed to keep his grandfather unaware so far, but if Mandy continued with that line of questioning he'd be found. And then he'd be grilled for how he had knowledge regarding a top secret location. He'd have to play it cooler than cool, work around a hundred different false leads to throw her off, but he most definitely couldn't reply honestly. Thankfully, he wouldn't have seeing as the RV chose that moment to stop.

"Alright everybody! We're here!" Max called from his driver seat.

Ben, with all the gusto of a man walking away from his personal firing squad, jumped from his seat and moved to step out of the RV, he hadn't missed the knowing glare Mandy was giving him. A conflict avoided did not prevent a war, and Mandy was more than ready to initiate anything to get her way, to prove herself…

The three children followed behind the older man, and two of them let out disappointed sighs, while Max smiled wide as the nostalgia flooded his system. It'd been a long four decade and some change since he'd last gotten to step foot in the little town dedicated to Tourist Tra...attractions, and the sight of them all reminded him of simpler times.

Ben smirked at the sight of them all, originally he'd never gotten to see high nor low of this place, but whenever he or Max would get a chance to talk on the space station this little place always seemed to come up.

"Hey, Benny, my ankle still hurts, think I could lean on you?" Mandy asked as she threw an arm over his shoulder to ease the wait on her mildly injured foot. It had turned out to not be broken, but the twist and pressure proved to be too much stress to be a mild hindrance. So stuck with her injured foot she was.

Ben, for all his maturity in battle and developed mindset, was still just a young boy and turned his head away at the space at which he now found himself and the girl to be sharing. Gwen huffed at the sight.

The red head already had her suspicions about the boy after his stunt all the way back in Washington, but after what he pulled on Tetrax...she was sure certain that something had to be up, if not with him then the watch on his wrist was doing something. And then there was Mandy, just what was her deal?

Max turned and handed over a fistful of tickets, "You kids go enjoy the sights, I'm going to get us checked into our motel."

And, with gusto the group spent the day slowly going from one attraction to the other. A wide variety of mildly odd and simplistic sights on a grandeur scale, from giants fishbowls to massive a hotdogs, to mirror mazes, and a collection of oddly built and decorated benches where the group sat to enjoy a small lunch of hotdogs and caffeinated cola beverages. And it was here where Bens mood turned foul.

His watch, which had remained green all day long, suddenly switched to a golden yellow and slowly began to turn on its own.

"Hey Doofus, what are you doing with that thing?" Gwen accuses at the mere sight of him turning his attention to the alien device.

"Shut it dweeb, it's doing it on its own."

Mandy perked up on this and essentially threw herself at the watch, yanking it from Ben's grasp to hold closer to her inspecting eye.

"On its own you say? How come? I haven't seen mention of it in—"

Ben quickly pulled the watch away and glared at the girl, "It's not there, it's doing it because there's alien DNA around here that isn't already registered in the watch."

The dark skinned girl seemed to grow giddier at the thought that the transformation device doubled as an alien tracker...until she fully dissected the sentence.

"DNA that's not already in there...so if another one of your fire aliens was suddenly on earth it wouldn't so much as beep?"

Ben smirked at how quickly she caught that. Leave it to Mandy and all that.

"Precisely...although it takes a while for DNA to become completely absorbed. Anywhere from three-hours to a whole three days." Ben smirked at the shocked expression Mandy offered, Gwen behind her seemed upset at the idea of even more aliens being added to her doofus cousins already large arsenal.

"Well that's lame. Oh well, so any clue where the DNA source is? It'd be a really cool sight to see…" Mandy punctuated that sentence by frowning as she looked around at the now very mundane attractions.

"No, clue. But hey, this sign says this way, and I might not believe in fate, but it's always fun to play around and see what happens." Ben offered heading toward the large tent housing the attraction that claimed to be magnitudes above the rest present.

The group of three children walked into the tent, handing over their tickets to some bored looking individual at the front that had a stunning resemblance to the monotone speaking mayor they had met at random intervals throughout the day. Similarly, at random spacings on the way in which they came across signs with bold text proclaiming the absolute outlaw of all electronics within ten odd feet of the attraction. The signs also claimed it to have many mysteries, many untold secrets. Layer upon layer of indiscernible unknowns.

Which is why Ben nearly fell to the floor with laughter at the sigh of the giant rubber band ball. In fact his ruckus display was so distracting that no one saw the soft green spark of electricity that came off his watch and traveled to the ball.

The show came to a simple end as Ben shrugged it off and walked away, both girls in tow, and proceeded to head to the motel their grandfather had picked.

**June 13th, 2005: 02:02**

The calm emerald gems that were Ben's eyes were seemingly fixed on the door of his and the girls room. He had yet to bother attempting to sleep knowing full well that any such action would prove fruitless, and while many might have claimed him to be insane, he knew himself to still be hinged fairly well. So he respectfully decided to not attempt the same action again and again with the expectation of different results.

His head fell forward. The soft chime of the device he sported on his wrist grabbing his attention completely. His gaze seemed fixed in the outline of small hazardous creature he recalled seeing in abundance the few times he'd been fortunate enough to sneak onto Vilgax's ship for rescue mission. The only problem was that now he had to worry about the fact that he had acquired the Nosedeenian DNA sample here in a small town on earth instead of releasing specified alien on said galactic tyrants ship. He inwardly cursed as he tosses of his cover and moved to leave the shared room. His pajama clad body moving with a purpose as he approach add the door only to freeze. What was he planning?

What alien in his arsenal could counter the small buggers?

If worse came to worse, he supposed he could consume them as a Nosedeenian himself, he had the greatest will power amongst them, of this he was sure.

"Morning Benny." Mandy coed sweetly from behind him, her arms draping around his neck from behind and falling down his chest as she hugged him tightly, "Going out?"

The young man felt his face warm. He couldn't exactly recall Mandy being this flirtatious or straight forward originally. But then again their meeting had been more spaced out and erratic originally. Could she actually be moving this fast? Or was he overthinking it...or was she just playing him…

"Couldn't sleep." He finally replied.

"Oh?" She she breathed out by his ear, "I can understand, after sleeping in those small bunks in the rust bucket, a bed as big as these full ones can be a little lonely...why don't we share mine?"

Ben, had he not been doubting her intentions already would have jumped at the chance. The pretty girl that smelled lovely, kept him on his toes, and didn't back down from anyone even if she couldn't stop them with her genius level intellect always made him weak in the knees.

But he unfortunately had his priorities straight. Save the town first, cuddle later. He just hoped there would be a later.

"Maybe after my late night walk." Ben calmly replied slipping expertly out of her grip, leaving the girl to stare at him stunned as he exited the room.

As he made his way down the steps toward the ground level he kept kicking himself. Even before Mandy was a manipulative person. It had taken months before she was willing to share a table with him let alone a bed. Knowing that made the pain in his chest grow a little more, knowing that he had to restrain himself, keep it all in mind, remember everything he had lost to stop one evil bastard.

The unfortunate boy who had given up his chance at cuddling stared angrily out at night. He was going to find the little miscreant and make them pay.

So he set out barefoot and in his pajamas, to scour the small town to find his query and detain them.

His search started with the obvious places. The locations with lots of lights, parking lots, motels, twenty-four hour drive throughs, and lastly the scant few bars. Even going so far as to look through the attraction again, something about the fishbowl catching his eye.

Most of them proved fruitless endeavors, an hour's worth of walking and he had come up with nothing. He had given up late night cuddling for nothing!

As he thought this he dramatically slammed his head into the street light, mumbling minor curses to himself. The light above flickered for a second before exploding above him and showering him with glass and plastic. The electrical sound of manic giggles filled the night air and a stray bolt of electricity flew and turned over a parked car. The alarms whine to life before quieting, the electrical alien rising from the turned over vehicle with mad giggles and aparatos movements. His voice and drawn out echo as his body flared electrical currents outward bathing the ground in dim light.

The thought of a long and drawn out battle filled the boy with dread. He had something to look forward to after this. And he would not be delayed.

So with a fluid motion he moved his hand over his watch, flipped through the options and pressed down the dial before bathing everything present in a green light.

As the darkness re entered in the absence of the bright light the world now could bare witness to the tiny form of the heroic, Buzzshock, his sleek black body and sole white stripe like a bolt of lightning down the center of his body that crackled with energy as he urged to move. The two Nosedeenian stared at one another and before the yellow one could make a move his green counterpart sprung into action.

The green flash of lightning blinding any onlookers and frying all the lights surrounding them from the sudden surge as he barreled into the other alien. Both colliding and grappling. Pushing and pulling against the other until it happened. Their bodies merged together. And short seconds later Buzzshock was spat back out. Somehow surprise etched across his face as the other Nosedeenian glared before laughing and hoping into the power lines.

With a grunt he gave chase. The world going by in a flash as he chased after the other alien, every so often hopping from one set of lines to the other until they would confront one another.

The bouts were short, and childish. After running around for minutes they'd slap at one another or shoot electricity or just make funny faces before continuing the chase.

Buzzshock let out a loud cry of irritation, all the electronics around them glaring as his green lightning came to life in a wispy trail surrounding him, the loud cry seemed to crack and even shatter the glass store fronts around them and after a minute the small alien threw his hands forward and let off a blast of electrical energy that slammed against the other with enough physical force to send it flying into a brick wall behind it.

Buzzshock tilted his head at the sight of his still very lively adversary. But he lived quickly enough to stop the little miscreant from changing to a living current and began dragging him. The process was slow and tedious and it took a few minutes to find the blasted rubber band ball, and so with a mighty heft he forced the both of them into the ball.

The currents now insulated he mentally said goodbye to his little headache before changing to upgrade and oozing out of the ball. The black and white sludge with green circuits waited outside the call for just a moment before changing to XLR8, he wanted nothing more right now than to get home and sleep off his exhaustion.

**June 14th, 2005: 08:00**

Ben rose with little fanfare that morning. He'd given himself the luxury of sleeping in...or he would have if he hadn't ended up staying awake until four in the morning chasing after that little demon. His tired gaze moved from its spot on the wall to the girl curled up beside him. She had been fast asleep in his bed when he had returned and he didn't have the heart to tell her to move, or the desire to sleep by himself. So instead he curled up beside her and slept so pleasantly that he could hardly recall what had him so angry about last night.

He smiled as he looked toward the door. He needed to be careful, he was starting to get hopeful.


	7. Kevin 11

**Chapter Seven (7): Kevin 11**

**(That rhymes! XD)**

**A/N: **_An upload late into the day, my bad. Also, with this chapter i bring two pieces of important news. One; From now on I will be answering all future non-guest reviews through sites PM system. this way you dint have to wait a whole week for my replies. Second; As of this chapter I am half way through chapter/episode twelve, and if your a fan of the series then you know episode thirteen was the end of season one in the original show. When I post chapter thirteen I will be taking a two to three week break from Ben 10: The Rewrite. _

_This weeks recommended story is..._**Little Zuko v the World by, MuffinLance. **_The only thing you need to know, is that this story is very funny._

**Review Replies: **

**Davidscrazy234: **_Thanks you._

**Omnisaurus: **_This one was answered via PM earlier in the week, but for everyone else, this story is kind of AU-ish._

* * *

**June 14th, 2005: 16:21**

The group of four stepped into the lobby of the hotel. The high ceiling, bronze colored walls, red carpeted floor, many chandelier, and the snooty look the suit wearing workers gave them spoke of the usual class that dealt around here. Ben huffed at the upright atmosphere, he'd gladly take dingy motel or crowded rustbucket over this place.

"Oh my gosh! They even have a spa!" Gwen gushed beside Mandy.

"Now, don't get too excited, we're only staying here for one night." Max quickly said as he turned to finish discussing something or other with the desk clerk.

Mandy took his hand, her fingers lacing around his, "What's the matter Benny?" She asked sweetly, her smile alluring and her teeth barely visible behind the barely split lips a dazzling white. Her calm eyes staring into his own.

"Everyone here's way too snooty for my taste. I'd rather just sleep in the rustbucket." He said expertly removing his hand from her own, even if he didn't really want to, and moved to create a slight gap between them.

"Ah Benny, always one for the simple things then? Well, just follow my lead. I for one know a thing or two about upper echelons of society, so just follow my lead and I'll guide you through." She too kindly offered while not so subtly reminding him of her superior place in the outdated class system that everyone subconsciously seemed to follow.

"Right, I'll keep that in mind." Ben shrugged, letting his gaze wander the room again until it caught on something he hadn't even thought about in years it seemed.

The Sumo-Slammers Brawl Star game that was supposed to come out. The edges of his lips forged a half smile as he chuckled at the thought, he could barely recall anything about the old franchise.

"You a fan of Sumo-Slammers Benny?" Mandy asked closing the distance he made between them.

He shrugged, "Not really, I used to be though…" he tried exceptionally hard to mask the longing and sense of sadness in his words, but knowing the girl she probably still picked up on it. Stupidly he tired to keep something from her, was he ever going to learn his lesson he pondered. Hopefully he'd figure it out before she started playing around with artificial intelligence, robotics, or magic of some degree…

"Too bad, I'm gonna go play a round, come get me when it's time to head to our rooms."

And like that she was gone from his side and happily striding to the Game Center with a buff man standing guard in front of a velvet rope.

Mandy approached with her usual air of steadfast confidence and batted her eyes at the large man, "Hi there, my uncle owns this place, so why don't you step aside." She offered some stupid excuse and prepared to walk in only for him to scoff before moving to open the velvet line.

"Yeah, sure, follow me." He said leading her into the dark room.

From afar Ben watched as Grandpa Max and Gwen made to go to the rented room, he had overheard them say room two-O-four was their designated living space for the evening, but his attention left for only a second as he watches the girl be directed into the dark gaming room by the large guard. His stomach filled with a sinking feeling as if liquid led had been poured down his throat. In a second he moved from his previous spot to the edge of the velvet rope and stared in. His eyes widening as he sees the dark skinned blonde struggling against the grip of the large man covering her mouth with his meaty palm trying to force himself on her.

Burning hot rage roars to life. Before he can even think to stop himself he slams down on the watch and his body changes, pale scales cover his whole body, an angler lure sprouts from his forehead, his jaw expands with a row of sharp teeth showing, a black loincloth like strip covers his modesty as he hops over the velvet rope and reaches the two in three quick strides. His clawed and webbed hands locks around the back of the man's shirt and before the talk security guard can panic or offer counter he's thrown by the superior might of the fish-man.

Ripjaws spares the shaking Mandy a glance, noting the subtle look of restrained terror in her eyes as she gazes between himself and the would be rapist. His jaws clench a little tighter as he stomps over to the man who hastily moved to stand and run. He barely makes it to the door before a single seater chair crashes into his back smashing him through the glass door from the force.

The alligator like hiss/roar escapes from Ripjaws open maw as he steps over the shattered glass and brings the man up to his pale violet eyes. The temptation to split his jaw open and bite the bastards head off roaring at him. The desire to rid the world of one more parasite, or one more worthless maggot. All too tempting but instead he drags him back into the hotel and throws him against the desk clerk who screams in fright.

"Might want to work on your background checks." Ripjaws says as he exits the hotel and walks into the busy street and rips a manhole cover off before diving in.

Gwen and Max share a look of shock before Mandy stumbles up to them, barely restrained tears in her eyes.

Gwen let the pamphlet in her hands fall to the carpeted floor. Her brain working in overtime to connect all the dots. Ben going alien, Mandy crying, Ripjaws attacking that guy, the comment that said fish-like aliens made to the desk clerk…

Gwen turned narrowed eyes of the groggy and moaning security guard who remained mostly motionless on the ground.

Mandy tugged in the end if Max's shirt.

"Mandy?" Max began, still trying to figure out what was wrong.

The young Australian-American, bless her, put on a strong a face as she could and met his eyes with her own tear filled ones, "could we not spend the night here…?"

Max turned to look at the clerk now moving to help some other workers help the guard stand, and soon made the connection. He'd give these horrible men a piece of his mind and then they'd be off. Now he had to find Ben…

Or hope the kid would find them.

**June 14th, 2005: 17:02**

Mandy remained deadly quiet, huddled deep into the fabric of Ben's blanket as she occupied his empty bunk. The memory of what almost happened still fresh in her mind. The way she almost cried, how she had to be saved. It all made her so angry. She'd come so far, proving that she was strong and wasn't some hopeless damsel, and here she was, for the second time. Getting caught and hurt.

Max entered the mobile home, a small envelope in his pocket. The clerk had given him a full refund and even threw in some extra to try and buy the older man's silence, it did nothing to sway the older Tennyson who had every intention of calling the authorities but he'd use the extra money to buy a warm meal for the girls. He needed to distract them long enough so he could use his old plumber gear to find a signal of the omnitrix to track.

June 14th, 2005: 19:30

Ripjaws had spent his day in New York traversing sewer systems and underground tunnels until he found the body of water that it all spilled out into. Wasn't that a pleasant thought. It was bad enough that he had swam through the murky water, he was sure that he'd be smelling of piss and shit for days to come if he didn't find some salt water soon.

Thankfully though he made just enough correct turn to find the opening that spilled out to see and thankfully scrubbed himself clean with salt water and sand at the bottom of the sea floor. His scales never before so clean, he liked to think, glistened as he swam. He so rarely got to use this transformation. Why not enjoy it.

And it was that thought that had him spending the majority of his day swimming around New York, scaring tourists in fishing boats, and playing around underwater, until he saw the sun setting and realized just how late it was. How had it gone by so fast! He complained as he swimmer closer to the bridges he noticed having under platforms for him to change back on. His body burst through the surface of the water and soared through the air before landing in the concrete floor. Between four teenagers and one eleven year old who'd been backed into a corner.

The teenagers shared a look, most of them too scared to act at the sudden appearance of the Piccis Volan. But one of the braver, read stupider, ones stepped forward and pointed a finger.

"Huh? What's this Kev? One of your freak friends here to bail you out?"

A clawed web hand latched around his wrist and threw the stupid kid into the water behind them. His three friends screamed and turned to run but he sprung into the air and somersaulted ahead of them, landing with some unnatural grace before punching out the first one, then kicking the other into the empty oil barrels lining the wall. With only one left Ripjaws lifted him into the air and stared into the boys chocolate brown eyes.

"Four against one hardly seemed fair. Why don't you bugger off before I show you what it's like to be prey?"

When he dropped the boy the kid ran away, pathetically shrieking bloody murder and not even soaring his fallen friend a second glance. Ripjaws was about to turn around when a hand smacked his back.

"That was awesome man!"

He looked down to see the young form of Kevin happily staring at the groaning and scared teens around him, his happiness at seeing his aggressors get theirs.

"Thanks." Ripjaws began before looking around, "shouldn't you be scared of me like them?" To accentuate the point he wanted to make he pointed a single clawed digit at the still groaning boy he'd thrown into some empty oil drums.

"What? Nah! Why would I?" Kevin too eagerly said stepping in front of the tall alien, "Hey you got a name?"

With crossed arms and the closest thing to a smirk he could make Ripjaws stared down at the kid, "It's Rei'Ja, in your language it means Rip Jaws."

Kevin nodded along, "Ripjaws?" He said, testing the name on his lips, "Sounds Metal! C'mon we should hang!"

Ripjaws chuckled, "Don't know if you noticed but the gills aren't for show. Land and me aren't exactly the most compatible, anyway, wouldn't you be worried about getting seen with a monster like me?"

Kevin laughed, "Dude you just saved me! Why should I care what people have to say?"

Ripjaws smirked, "Okay, tell you what. Can you keep a secret?"

Kevin only nodded his reply.

Ripjaws reaches for omnitrix symbol over his heart, his clawed digits hovering over it hesitantly before he changes back. Bathing everything in a green glow.

Kevin rubs his eyes, half blind after the sudden flash. His dark brown eyes finally acclimated to the darkness around then again and he gapes at the sight. Where once stood the six odd foot tall fish man that saved him front a nasty fight was now a kid shorter than him.

"Hi, my name is Ben."

Kevin felt his gaping jaw stretch as his face fought to plaster a smile across it. Not only was his backup super cool he could look normal as him or anyone else too!

"Dude that's wicked! How do you change!"

Ben sighed as he rose his left wrist up to show off his watch.

"This little trinket I have, it lets me change into different forms, aliens. I can't stay like them for too long though or it starts to affect how I act outside the transformations...usually." Ben laughed, he was still struggling to breath through his nose instead of non-existent gills after hours of being Ripjaws.

"Huh? What about those names then?"

"Like I said, Alien. Each of these guys I become has an origin apart from my own. The names I gave them are mostly roughly translated versions of their original names."

Kevin gave him a confused look, "Wait, hold up. You speak alien?"

Ben chuckled, resting his hands in his hips, "No, not exactly. It's kind of hard to explain...but hey, since I just came out of nowhere and trashed your party mind if I ask you something…?"

Kevin was willing to listen. If he did have more of those super strong alien guys he didn't want to start something he might not be able to finish…

"I'm traveling right now. With my grandfather, my cousin, and a friend. I might be jumping to conclusions but it looks like you don't have a home...you wanna come along with us?"

Kevin was, honestly shocked. This kid didn't have the first clue as to who he was and he was willing to stretch out a helping hand...he knew Ben could become a freak...like himself...it would be nice to sleep on a real bed again, get away from this trashy city….

Kevin didn't let his eyes widen even a millimeter as he came to a conclusion. A conclusion so obvious only a trusting idiot like the kid in front of him could overlook it. If he stayed close by...he'd get the watch. He could snatch it in the kids sleep, make off and become ten times stronger, no one would ever be able to call him a freak again!

He swallowed, the lump in his throat went down like a rock as he nodded his head.

Ben smiled, he could already tell where this COULD go, but...he hoped beyond all hope that it didn't...he was making one huge gamble.

Kevin smirked once more as he stuffed a hand in his pocket.

"Hey, since you showed me your trick...why don't I show you mine."

His free hand began to spark as white trails of static crossed over his palm and with a wave he made the trail of static move following his commands.

Ben clapped. Kevin wanted to raise a brow at the unmoving smiles on the kids' face.

"Cool. I have this alien that can do stuff with water, we could have some killer combos." Ben nodded as he crossed his arms over his chest.

Kevin looked on in growing disbelief, now he was gonna help this kid okay hero? When exactly did he lose control of this situation?

Ben smiled as he began turning brought the different option, his plan slammed down and in his love was a large insect pod with four legs, two arms, and four eyes with a gnarly looking tail.

"Air-Stinkfly at your service, let's go find Grandpa!"

**June 14th, 2005: 21:02**

The use roof like alien descended in the nearly empty campground, they were parked beside a gas station between New York and New Jersey. The rundown wannabe seven eleven almost fitting as the alien and his young cohort descended from the sky. As Stinkfly touched down he caught sight of something he could scarcely believe. His grandfather smoking a cigar. The sight was one to behold now, considering that in the future, past?, the long tobacco stick was a near constant staple of his persona. How he got them in such deep space when Vilgax barely had any exports from earth was anyone's guess. But he disregarded that as the young charge leapt from his back and bounded away, a large rock not too far off already his target. The way he was messing with his zipper all too telling of what the problem was. With snigger the insect like alien reverted back into the tiny body of his default form. Turning Ben came face to face with his grandfather Max. The near nauseous feeling he had growing in his stomach a sign telling of his despised plan to be.

"Hey grandpa…"

"Ben," the elderly man spoke with worry, already moving to take the boy in a hug, but Ben simply took one long step back, "...what's wrong kiddo?"

Ben swallowed, "Kevin. He...he doesn't have a home, not really, and his powers make him a bit of an issue for foster families." Ben began hoping to not require the need of his poorly thought out lie.

But the look on his grandpa's face told it all, "Well, I'm sorry kiddo but the Rust Bucket isn't getting any bigger and we're already over capacity with Mandy."

Ben bit back the swear that rose up his throat. With a loud gulp and a soft move to alter his stance into a more dominant one he stared into his grandfather's green orbs and let out his rehearsed speech.

"If you let Kevin come with us I'll tell you what happened to Ben..."


	8. The (Possession) Alliance

**Chapter 8: The (Possession) Alliance **

**A/N: **_A bit of an early upload since I'll be busy all day Monday (August 12th, 2019) for those curious. _

_By the way, before we get to everything this time, a special request of sorts._

_For the 'Season One' finale what alien would you like to see. Keep in mind you aren't limited to the original continuity, anything from the iteration of Ben 10 is fine, except the reboot or other fandom created forms. I already have one alien I'm thinking of showing off for the chapter but I figured some of you might have a favorite you'd like to see sooner rather than later. If not, I'll just be on my own I suppose...(hint for my pick...he's angry...)_

_This weeks recommended stories...! Wait what?! Stories?! Yes! That's right, two recommendations this week. Why? I don't know..._

_Anyway, the first is..._** anything (not the actual name) by Omnisaurus**_, he has some pretty funny Ben 10 fic's give em' a read and be sure to drop him a review. And bring plenty of tomatoes! (You'll understand.)_

_The next one is..._**Assimilation by Satire Swift,**_I've been binge reading this and I bloody love it! I'm on chapter 44 right now and I can't get enough! Give it a read!_

_Another bit of news. I finished chapter twelve and have commenced preparation to undertake the season finale, but I will warn many of you now to prepare. You may not like what you read upon reaching the chapter...(good thing it's like four weeks away still!)_

_Now...Onto the show!_

**June 3rd, 2005: 13:44**

High above the farthest reaching limits of the observation technology available to earth top scientist and universal observer was a battle. Two Goliath class ships, one a vessel used primarily for transport, aptly named the Harbinger.

The black void between them ever growing as the green and blue harbinger sped along aiming to lose the enclosing Chimerian Hammer. The main pilot aboard the ship clenched their small fist as multiple alerts rang out, the shielding of her ship going down just as a blast crashed against the hull. Her body rocking side to side as she rushed to the nearby lift, her access code overusing the emergency lockdown and sending her flying down the lift tunnel until she reached it. Priority rule was to save the cargo. So she enclosed it in a launch pod and shot it out with no real direction of coordinates, the only thing she had to guide it was the small remnant of DNA of the handkerchief she had tied around her left wrist. With that safely gone she bid her ship a final farewell and entered her own escape pod, the auto-cryosleep function initiating as it was launched from her ship, and sent toward the planets surface below.

The large red and brown ship had its connecting ports extend and latch onto the side of the Harbinger like parasitic worms, a mixture of loyal Chimera Sui Generis and his own robots flooded the ship. It took a few moments before short and detailed report coming through, with a grunt the intergalactic warlord rose to his feet and began his slow walk toward the bridge of his opponents ship. It had taken him many cycles to come upon the target of his desires. But the transporter had been foolish to even dream of being capable of hiding his goal from him, soon enough it'd be his...the omnitrix!

He stepped into the main hall of the Harbinger and grimaced at the sight of his main warriors struggling to open the door. With a scoff he pushed aside his robes and extended his arm, placing his clawed hand flat against the metal door, his mouth a thin line as his tentacles writhed beneath him before he pushed inward and dislodged the doors. A loud beep sounded and before Vilgax could even blink many of his own men and droid covered him bodily as the explosion came.

The white inferno engulfed them and as they screamed in lasting agony Vilgax remained all too silent as the explosion tore away his right leg, left arm, seared his mouth, the shield of men taking the main brunt of the attack but as he opened his sole remaining red eye he found himself in the cold vacuum of space, droids from his ship already moving to retrieve him. Before he lost consciousness he turned his gaze to the blue marble below them, he could almost swear that the spiteful pilot of the Harbinger deployed his desire onto that planets surface just to annoy him before their death. His glare lasted until he was pulled into the dreamless void.

**June 15th, 2005: 09:12**

Kevin stared down at the dark blue goggles in his hand, Ben had picked them out for him at their latest stop outside the gas station in this small town. His stare must have shown his concussion because Ben quickly added.

"It's to keep your identity secret. I might change my face every time, but your still you."

Kevin just shrugged as he put them on, resting them on his forehead. He gave the smiling boy a strange look, before disregarding him to give the two girls a knowing look. Mandy and Gwen has been very surprised when he had arrived with Ben, and while he still had no clue how Ben con iced Max to let him tag along, here he was hours away from New York and all the mess he left in it, and patiently waiting to take his biggest score ever. Until then though.

"What's up ladies? See something you like?" Kevin offered, while he would prefer the attention of the slightly more exotic looking Mandy, he'd settle for the fiery tempered Gwen too...if he could have both he definitely wouldn't complain. He pouted when Ben sniggered at his advances. Though the boys laughing died in his throat when the blonde threw her arms around him and Kevin flinched when she gave him a sinister look.

"Benny! Kevin's hitting on me~" She purred into the boys ear and Kevin could only watch as the gears in Ben's head came grinding to a halt. Somehow the kid he'd known for a day capable of fighting like a champ and thinking faster on his feet than a super computer was always stumped when dealing with this girl. It would have been funny if it weren't so infuriating.

His attention moved from the flirting not-couple as an armored truck pulled up close to the RV he was now calling home.

While the kids forged bonds Max went about doing some light cleaning of the Rust Bucket when he came across the crudely drawn smiley face with funky looking teeth with a dialogue bubble saying "wash me" his gaze instantly moved to Kevin who chuckled without concern.

"Your art skills are extraordinary Kevin." Max offered earning a chuckle from Gwen at the jab at the latest add on to their little crew. She laughed even harder at the knowing glare he gave her.

They all turned their attention to suddenly all engulfing green light that appears and swaps out Ben for the five foot eleven inch tall Orishian with golden yellow eyes. Mandy still hugging its leg.

"A moment if you could spare it." Water Hazard says looking down at the 'plus one' he's currently sporting. She reluctantly lets go and with a happy glint in his eyes he lets the shutters on the palms of his hands open and suddenly blast the RV with a relatively low water pressure.

Max wanted to argue the use of alien life forms for the purpose of doing menial task faster, but Ben so rarely used his Aline's to do chores that he'd figure he'd allow it...just this once of course.

Whilst Water Hazard went to work cleaning their ride off, the remaining group went over their supplies and generally got their things in order, snacks and such for the road, since they had a bit of a way to go to their next BIG destination, meaning they'd have time to relax and whatnot.

Just as Water Hazard was finishing the final third of the cleaning to the RV a loud bang resonated in the air, the armored truck beside was sent skidding forward as a group of bikers pull of, one of the ones toward the back with a sidecar holding another girl sporting a large shoulder mounted cannon.

"Heh heh! Look at this score! Hurry up and clean em' out!" The one sporting red shouted out as the other four dismounted and moved in, only to get sent tumbling as jets of waters slammed against them and sent them tumbling.

The one in red turned to see a large...clam looking man with water dripping from his hands?

She growled taking the cannon from her assistant and began to charge it. She couldn't help but smile as the perfect choice words came to mind.

"Didn't anyone ever tell ya' never bring water to a fire fight?!"

The electric blast went flying and before Water Hazard could move the shorter black haired boy with the dark blue goggles stepped in front of him with outstretched hands and caught the blast. The red electricity arcing over his skin for a moment as he let his hands shake with power.

"Ooh, tingly." He said before sending it back. Both girls jumped out of the way just in time for the blast to collide with and destroy their bike. They didn't have much of a reverie as water collided with them sending them rolling.

Water Hazard reaches for his chest and pressed on the gray symbol resting their, and a second later he was the all too energetic Buzzshock, cackling ti himself from the sudden rush of power, his hands trembled from the slowly building static before he pushed it out and let it follow the water trail until it found its target, at the sopping wet bikers, their moans and cries of pain filled the air. After a second of this their bodies went limp and Ben changed back into himself. He really wanted that master control, the few seconds it took to reach for the watch could be crucial actual fights.

"Woah, I didn't know you were packing so much juice Tennyson." Kevin whistled after seeing Buzzshock in action.

Ben smirked before offering the boy a thumbs up, "and I didn't know you could absorb energy blast like that. Guess we both found something out."

Before Ben could offer any other casual after battle banter the ground around exploded as bolster fire rain down on them. Two of his most persistent stalkers drones were here for his favorite toy.

With a groan of irritation Ben changed into the first choice for dealing with annoying pest like these… only to be surprised to find himself as Upgrade instead.

With a frustrated sound he sent a blast of green energy into the air, nicking one of the drones, sending it spiraling.

"Kevin! Keep on my heels!" He called as he started toward the drone and once in range he expanded and consumed the device merging with to create a hover board like platform, "hop on!" He called and Kevin all too eagerly agreed.

The pair ascended and began dodging their bogies blaster fire.

"What exactly was the plan here?" Kevin called out ducking to avoid a blast from behind.

Upgrade did a loop and as he passed over his opponent he released the magnetic lock on Kevin letting the boy fall into their pursuer.

"Drain them!" Upgrade called out as he began his own chase in case Kevin fell.

The black haired kid tossed a glance at his ride catching up to him before grunting as he placed his hand in the robots head and began taking in all the juice inside. His smile grew as he got that familiar high that came from stealing something else's energy like this.

The droid he rode one moaned as it powered off and as it started to drop like a dead bird he jumped toward his waiting ride. The droid he took out crashed into the early hard. And as Upgrade let him down he looked questioningly at the boy.

"What's the plan for that one?"

Upgrade didn't reply instead he quickly took off and did some quick aerodynamics before he dive bombed the ground and ditched his body at the last second before it crashed into the earth with a soft explosion.

As the green light of his transformation showed Ben returning to normal he looked over his watchers and offered a bow, "That answer your question?" He asked Kevin who huffed at the showy nature of his roommate.

The gang gathered together, Max having used the gas stations phone to call the local authorities, the group had a short and merry talk as he entered the mobile home and headed out, leaving the unconscious bikers to be dealt with by the professionals, well...to be cleaned up after by the professionals.

It wasn't until the RV was well out of sight that the biker in red began to stir, her muscles felt numb, barely any feeling in them as she pushed off the floor, her gaze catching the retreating RV in the distance, just barely, before her eyes traveled to the destroyed machinery around them, not to far from her even was a completely trashed disc shaped robot. Her curiosity getting the better of her she crawled over to the fallen unite, her numb fingers curling around the lip of the top plat and peeling it off. Her eyes brows rose from behind her helmet as she looked at the strange looking machinery within. Just what was it that she was looking at?

She pondered it for a second longer until one of the wires twitched and shot out stabbing the exposed flesh of her bicep. She hissed, the sudden burn bringing all feeling back into her limb so she could feel every second of the pain. She licked her lips hugging as it began to pulse. The sudden euphoric sensation flooding her senses making her week as she tugged off her helmet suddenly feeling suffocated by it, her stomach lurched as unfiltered air entered her and traveled down her throat. Her body a mess of pulsing waves of mixed pleasure and pain.

A strange voice filling her head, a rasping hiss of someone demanding her to find something.

A hand softly gripped her shoulder and spun her around, the blonde girl who'd been accompanying her in the side caring her bike stared down with panic filled eyes.

"Rojo! You okay!? What's wrong?" She questioned, the look in the red bikers, Rojo's, eyes not revealing much, her body still trembling.

A sudden wave of heat washing over her. Her arms burned, it burned worse than anything she'd ever felt before. She screamed, the sound tearing from her throat as she arched her back up, the pleasure she'd been feeling vanished. It was only pain now. She could see. Couldn't hear. Couldn't smell. Only feel. And it hurt like hell. Burned like it. Hit tears ran down her face as the squirming continued running down her arm. The leather sleeve of her jacket began to bulge and tear as the muscles expanded, metallic wires ripping out and covering the pale skin, a maroon tint taking over the arms pigment. The pale black nails at the end of her fingers elongating to become long silver blade like claws, her knuckles becoming crimson and smooth as glass.

Rojo cried, the feeling of the flesh tearing and the muscles being split and torn and pulled back together unending. She cried loud and begged for it to stop. Pleaded for it to be over. The woman leaning over her stared down, crying herself, unable to help the girl suffering so much.

Suddenly Rojo gagged, her eyes retreating to the back of her skull as a red circuit pattern traveled across her face, her ears stretching to points, hers eyes become bloodshot, her throat expanding and contracting harshly her unchanged hand slowly moved up to caress the cheek of blonde girl leaning over her. One of her eyes returning to its sport just barely, a tired look evident in it.

"...run…" she spoke softly before her hand moved to the back of her head around the nape of her neck and pulled her down.

Their lips smashing together, Rojo forcing her tongue into her mouth, the wires erupting from her own throat to travel down the other girls, the sudden fighting to pull away, the red robotic arm that Rojo now had wrapped around the girls waist to keep her still as she deepened the kiss the nanobots flooding through their system in a swarm to duplicate. It had been chance that they had found a new host before they went offline, but they had to move quick to remain that way.

Red circuit like veins became evident in the blondes own face as rivulets of blood began to pour from eyes and ears. Her hands came up to caress the warm cheeks of the one forcing the kiss.

When they parted both of them had deep red skin, flesh torn in places with bulb like protrusion of crimson and metallic claw like nails with deep red eyes and prehensile legs. The two shared a look as the squad car pulled up to them.

The officer stepped out with his gun already drawn. His hands trembling at just the sight of the science fiction horror movie rejects.

"H-hands up! Or I'll shoot! By god I'll shoot!"

What was once Rojo started at the officer before her shoulder bulb spit and from it came a secondary arm with a cylinder at the end, the end of cylinder flashed red and before her officer could squeeze the trigger a hole four inches in diameter burned through his head, he was dead before he hit the floor.

The two cyborg women walked over to the squad car and stepped in, they had a device to track down for their lord.

As they drove, deep within their subconscious was the scarecrow remanentes of the human mind that had once been.

**June 15th, 2005: 15:00**

Kevin stared at the way Ben and Mandy fiddled with the watch, one doing the turning while the other recommended potential patterns to follow. He was bored and he hadn't unloaded that extra juice he had taken in from those robo-goons yet. His head swiveled to the side where Gwen sat staring uninterestedly into the pages of her novel. The cover had a man's with crazy hair and a couple wrinkles, in bright bold letters was E=mc with a small two over it, if his memories of math class were correct that meant it was squared. Whatever it was.

"Hey, what are you reading?" He asked, Mandy had very clearly shown she only had interest in Ben, and he could care less after seeing the pure evil in the girls eyes.

Gwen sighed as she marked the page and rested the book in her lap, "It's a book detailing various scientist looking into an equation by Einstein."

Kevin groaned in utter boredom. How could a day start off so action packed and end like this?!

The RV swerved as a soft boom sounded outside, the poor driver upfront fought for control but just as it looked like he was getting some semblance of stability a sudden force rammed them from behind and a loud thud could be heard coming from the back of the RV. Indentation became painfully clear above them and sharp silver claws poked through the roof of their home as if it wasn't even there before peeling it back like an easy open can lid. A head of fatty blonde hair and deep red skin started at them before turning its attention to Ben. The young boy rolled over the table and jumped out the speeding RV into a rope, slowly coming to a stop several seconds later with a burning pain in his lower back that he ignored. His hand slammed down on the face of the watch without even a glance and his skin became a deep red as his body grew to twelve feet tall and he sprouted an extra pair of eyes and arms.

The tetramand rose to his full height just in time for a police squad car to ram into his back, kicking him up and over the car as it continued to drive forward. He rolled over only to be drop kicked into the ground again by the same blonde that ruined the roof of his grandfather's home. With little regard to restraint or his opponents well being he backhanded her, her head making a sickened array of pops as it bent a little too far as she was sent flying back. The blonde made no moves for a full four second before her body lurched forward into a sitting position and her arms moved to force her head back on straight.

Four-Arms narrowed all four eyes as he rushed forward. They looked human, but he knew what happened after Vilgax drones made you into a host. And he didn't dare go upgrade and risk coming across the squid faced tyrant. No...it'd be much easier to just kill these two.

He used his lower arms to catch her first before raising his upper ones and locking both fist together before smashing them down in their girls crown. Her head splitting and blood oozing out as worse writhed outward to latch onto the split bone fragments to pull them back together.

He had to move back as a volley of blaster fire suddenly rained on him with intense precision. The one he'd recently incapacitated had a partner it seemed and the partner was well equipped with a powerful blaster. But he saw it easily. The driving point. The nanobots Gad inserted themselves through the arm of the of this other one if the square pot was any indication.

Before Four-Arms moved into to do something a wave of lighting washed over both girls, the main one housing the mother-bot screamed in pure agony as her fully robotic arm twitched from the sudden jolt. The tetramand looked passed the girl to see a wobbly Kevin give him a thumbs up before collapsing in a heap.

Four-Arms knew of one way to remove the control the nanobots had over the girls...but it seemed almost a cruel thing to do.

He shook away his hesitations hardly a second later. Better that than two pointless deaths he argued to himself as he forced the housing cyborg to the ground and planted his foot in her back before gripping her right arm.

"Huh?! H-Hey wait! What are you doing?!" The person beneath him suddenly called.

He made no move to stop as he started pulling. Her scream erupted as she began kicking, trying to fight back against the force, her other arm pointlessly tapping the dirt ground.

"Ah! AAAUUGH! Stop! Please stop!" She cried out as the flesh began to rip and the wires and bloody muscle became exposed. The bones pressing painfully against each other slowly cracks forming.

"Ah! Ahhhh! My! Not my arm!?" She hollered as he gave one more firm tug and ripped the limb off. Blood dripping from it and pouring from her stump.

The red coloration of her skin was already dimming and the bulbs on their bodies were deteriorating quickly.

He scooped them both up, he recalled passing a hospital in the town they passed through any of before this.

**June 15, 2005: 23:56**

Rojo felt her eyes slowly open. The nightmare was over? She looked around the sterile looking white room and froze at the sight of her girlfriend in a hospital bed plugged into so many machines. She gulped and moved to get out of bed until she found she couldn't feel her arm. Slowly she turned her head and screamed at seeing it wasn't there, a nurse and doctor burst into the room.

"W-What the fuck happened!?"

The doctor cleared his throat, "You were brought in like this, in critical condition. It a few hours to stabilize you. But we managed. Your friend hasn't been showing many signs of life aside from the scant surge of brain wave activity. Aside from that it's the machines keeping her going. Whatever happened...your both very lucky."

Rojo turned to see her comatose lover. She wanted to reach out to poor Rebbeca...but she knew exactly who to blame for this.

And she would make him pay...


	9. The Last Laugh

**Chapter Nine: He who Laughs Last**

**A/N: **_HEY ALL! Yes. A second chapter this week. In celebration of my completion of chapter thirteen, meaning the completion of the first season, I decided that I would post this little number to celebrate. Originally I planned to make an Omake of a sort but changed my mind. I've begun work of the first chapter of season two. But the same rules apply, after that thirteenth chapter I'll be taking a few weeks off, two minimum. My other stories are starting to suffer. I feel really bad for Spider-Man right now... anyway. Enjoy!_

_Also! Chapter Thirteen is the largest chapter in Season one! Awesome right?!_

_Chapter recommendation this is... _**Walk Two Liftimes by Coolio 101**

_Some quick Fun-Facts that I feel like adding too! _

_Mandy's original name was going to be Kaede Yukimura, but I decided against it at the last minute for some reason..._

_And that's all I got. Anyway, Thanks for reading, and I hope you enjoy the rest of the chapters in season one. Don't expect another chapter until Monday!_

**June 15th, 2005: 23:30**

The water swayed beneath the small rowboat as two sweater sporting individuals hopped off the pier and down into the boat below, one wire a red skull cap, the other a grey ski mask pulled up to reveal his older face. The pair of them had red backpacks on that were stuffed to the brim with dollar bills. Ranging from five's to fifties.

The one with the red skull cap reached over the edge of the boat, their hard landing having displaced one of the oars enough to have to reach out into the water for it.

As the tips of his fingers grazed the wooden paddle a webbed hand ripped out from the watery depths and closed around his face. His muffled scream signaled his friend to start climbing away as the one with the red cap was pulled into the cold water.

The frantic man climbed as fast as he could and started running fast down the boardwalk, his hard breathing and pounding heart deafening as he turned a corner only to see a tiny brat with black hair and blue goggles blocking his path, he wagged a finger at him to tell him 'no' before he threw a punch that sent a static charge into his chest. The sudden shock making him spasm as he backed into the railing at the end of the pier. His chest felt tight, too tight.

He wanted to scream as he felt the scale covered arm wrapped around his throat and the sudden tug lifting him off his feet, but he had no air in his lungs to excrete to make the desired sound.

The crook was pulled into the cold water as the salty liquid flooded his mouth and the bitter cold completely enclosed on him he was sent flying out of the water to land back in the dock with a hard crash, after a second another weight smashed into his chest.

Before he could even think of running a small torrent of water rose and the Montaner that had dragged him into the sea showed itself. The kid with the goggles walking up alongside it. With a crooked smirk and mildly demented giggle the brat let his hand tremble with electric energy before he shocked the pair of crooks into unconsciousness.

As Ripjaws and Kevin admirer their handiwork, sharing a fist bump at their successful team up, they let the security guard walks up to them.

"Huh! Look at that. I don't care what people say you carnies are alright by me."

Kevin growled at the grouping given to them only to be overturned by the hiss Ripjaws let out as he chuckled, "Carnies Huh? Well if the hero business stops being so fruitful we have a plan B right Breaker?"

Kevin huffed at his companions horrible attempt to give him a hero name.

"Your naming scheme still sucks." Leaving chuckled as Ripjaws pressed in the omnitrix symbol over his heart and changed into the large bug-mount, Stinkfly.

**June 16th, 2005 18:00**

Ben stared out the window dejectedly at circus top. The RV hadn't been this empty in a while. His grandfather Max, his dorky cousin Gwen, and even the surprisingly friendly Kevin had left him to his own devices. Well. Everyone except one.

Mandy quietly sat across from him, her eyes solely focuses in the novel in her hands. She'd very respectfully declined the invitation to see the clown show and had decided to keep her Benny company. The pair had worked on the omnitrix for around an hour before she reached a soft limit and decided to take a break. She'd grown frustrated with him though not the lack of results from tinkering with the watch. She'd been flirting and making countless advances the whole tile and every time he simply shot her down or rejected the plays she'd make.

It was a game of wills, and for now, his was greater than hers.

"Do you like boys?" Mandy suddenly asked question eviscerating the silence that had once existed their, Ben began to chuckle at her question however.

"If you mean romantically. No." He offered resting his cheek in his palm to stare at her, the brilliant blue eyes of Mandy staring casually at the pages in her hand.

"Really? Because here we are, a cute girl, and an average looking boy, all alone. And your not doing anything? Pretty suspicious if you ask me."

Ben rolled his eyes, good naturally of course, as his smile only grew, "I'm too confident in my own sexuality to be bothered by your accusations Mandy. Besides, I haven't made any moves because it's not what you want." He stated matter of factly.

Her gaze twitched, barely, her restraint keeping them glued to the pages she wasn't even reading anymore. Her jaw seeming to clench at the statement.

"And how do you know what I want?" She asked, her voice remaining very leveled, "haven't I been practically throwing myself at you?" This she said slightly more disgusted.

Ben shook his head, "I like to think of myself as a good judge of character. Whatever your doing, it's not romantic or lustful. It's a manipulation tactic. And I'm not sleazy enough to ignore that just so that I can have a pretty girl on my arm."

She seemed equal parts offended at the claim and surprised at having been found, caught in the act. She caught herself instantly, moving to take back control of the situation.

"You think I'm such a bad person?" She said, the hurt tone over her words almost seemed authentic.

"No."

It felt like a sudden stop. She needed more of a reaction more time, more of everything from him! But all he gave her was a no?! It made no sense, she should have had this in the bag, under control, no problems whatsoever! But here she was fighting to keep the panicked expression from her perfect face.

"...then how can you say such horrible things about me?!" She moved to wipe away a nonexistent tear, her voice had broken halfway through the faux upset cry.

"Because you are a manipulator and I don't tell lies. What I'm saying isn't mean, it's just the truth, a statement of fact that I have to abide by."

Mandy stared at the boy. Had she been deconstructed so easily? Just what was the deal with her hero that had him so paranoid and watchful of everyone around him. Gwen or Max may not have noticed but she saw how carefully he watched everyone. He kept Kevin at arms length, and herself with an ever vigilant eye, the other two were under constant observance for several reasons she could only begin to guess at. This kid who'd she'd observed and assumed to be well above in terms of leagues had risen far beyond her original estimate. He was dangerous, so much more than she had guessed at first. She, for the first real time, gave him an authentic frown. Her face felt odd at finally releasing her forced smile.

She firmly placed the book on the table, sliding it the center between the two before standing and moving to his side, sitting right beside him she turned herself and grabbed the collar of his shirt. Their faces held apart by a short hairs length.

"How? How do you know me? How did you figure it out?! And how are you so calm talking about it?!"

Ben smiled at her. His body shuddered at the long forgotten touch and after a second long hesitation, he couldn't stop himself from reaching across and pulling her into a hug. The surprised squeak she failed to conceal with a cough made his smile even wider.

"I don't know. I guess I cheated really, but I have no clue Mandy...but seeing you try so hard...just really upsets me…" Ben said, all too happy to bury his face into her shoulder.

The dark skinned girl squirmed at the sudden embrace, her instincts told her to knee him in the groin or to commence slamming her elbow into his back, but her mind told her if she did retaliate too violently he may change into an alien and act in kind...but she wouldn't be made a fool of after being spoken to in such a way. He arm cane up and quickly slammed into his shoulder blade, Ben hissed as he let her go and pushed her away from him.

Mandy, having collected herself and aware of the fact that he hadn't yet transformed into Wildmutt or Attacken to eat her filled her with some false courage.

"Sorry darling but you said it yourself, that's not what I want, and don't think for a second after talking to me that way I'd let you get all handsy!"

Ben could only smile at the very Mandy-like response he received. He would have liked to remain just like this and enjoy the rest of the night in a peaceful silence working on unlocking the omnitrix, but the sudden crash and the sound of sheltering glass nearby seemed to object to his plans.

Mandy looked at his quickly setting scowl and made no move to block his way as he exited the RV. Instead she watched from the window as he was bathed in the usual bright green light and became the tall tetramand dubbed four arms. His blood red skinned seemed to glisten in the full moons light as his four glowing yellow eyes stared at the scene before him.

Three oddly dressed, and looking, robbers stepping out of the small, most likely family owned, jewelry store. The tallest amongst then had a jar shaped head with a yellow-greenish nail growing from the forehead and covering most of the front of his own head. The only female in the group of three had dark black lipstick, braided red hair that ended in these large black beads that matched her black and dark orange unitard. And lastly was a ghoulish looking male with but a few strands of straight black hair along his head and a mouth lacking majorly in any teeth.

Four-arms smirked as her cracked the knuckles in each of his hands simultaneously. His glare washing over the largest of the robbers.

"Let's wrestle!" He declared as he lunged forward, the largest of the robbers barely had a chance to raise his arms in defense as a red fist dug itself into his gut. The man had no choice but to open his mouth and gasped as the air was forced from his body, two hands grabbed at his torso before another backhanded him, while he reeled from the hit he body was lifted into the air and spun quickly before being thrown.

The large thumb-headed man soared gracefully through the air before his back connected with the fire-hydrant on the opposite side of the block, the fierce of the throw not only broke a few segments of his spine but also brown the hydrant causing the spray of water to rise and wash over the street.

The red haired, Frightwig, stares in shock at what occurred, the lump in her throat only growing with the sound of each beating doorstep signifying their goodie-four-arms was approaching them slowly like some dome horror movie killer. Turning she glared at Acidbreath.

"Hold him off! I'm gonna get boss!"

Acidbreath didn't think his eyes could ever widen as much as his mouth, but here he was, staring at his only female accomplice with eyes wide like saucers as she asked him to hold off someone who could throttle Thumbskull. With a grumble he turned to their annoyance.

The crimson skinned freak was smiling hungrily at him. The glint in his golden eyes promised pain, and no shortage of it. So with a quick inhale he spat out a stream of smoky hot acid, that his offender easily evaded.

His snarl turned into a smirk, "Didn't your mother ever reach ya' it's rude to spit?"

Acidbreath wheezed, he could scarcely believe that this freak wanted to banter with him, "who do you think taught me in the first place?"

Another quick stream of acid that missed its mark as the massive red man picked up a car as threw it with the ease of tossing a baseball at him. Gasping the balding freak jumped to the side, narrowly missing getting hit by the flung car.

Two hands clamped on his head, one on top of his hairless crown, and the other on the bottom of his jaw. Two more hand tightened around his own arms and lifted him up into the air. The golden flint in his eyes seemed deadly, and as Acid breath struggled to take in just one more breath, a loud snap ring in the air as a limp body dropped to the floor.

Four-arms stared down at the biggest threat of the group. He had intended to choke him out...but old instincts seemed to come back alive once he was in the heat of battle.

"Acidbreath?!" A new voice screamed from behind him and as Four-arms turned, his shoulders tensed and stiffened like boards. His four eyes widening to their fullest at what he saw before him…

A clown!

"What did you do to my freak!?"

Four-arms growled as he bent forward and lifted a piece of concrete, chipping rubble coming off the slab he ripped from the ground.

Before either of the two new arrivals have a moment to question his intent he clings the piece at the both of them. Frightwig gasp before jumping to the side but her boss isn't as fast acting, instead he screams as the slab collides with him and his body explodes in confetti.

Frightwig stares at the scattered confetti, anger and confusion mixing within her. A burning hot hand grabs her by the throat and lifts her from the ground, her eyes shrink as she's brought face to face of her friends murderer.

"What's the deal? Where's your buddy go?!"

Frightwig, for her part, did very well in handling the fact that a twelve foot tall muscular man with four arms and red skin that seemed to completely embody what her foster parents had told her satan would be was currently holding her by the neck and questioning her!

"I-I don't know! I didn't even know he could do that! I swear!"

Four-arms made a sound like clicking his teeth. His grip around her throat loosening to the point where she was standing completely on her own, for all of three seconds until he slapped her with the back of his palm, her eyes went wide and her consciousness vanished as she collided with the floor. Four red fingers grabbed the tightly braided top like hair and dragged her over to the one with a thumb head and using her own hair he tied them to a post. His gaze wandered over to a scared civilian who had caught sight of the fight.

"Hey! You! Call the local law enforcement."

With that he turned and drew inward before launching himself into the air with a jump. The red skinned alien in the black pants and white shirt landed a few blocks down before quickly scanning the area and changing to XLR8, he needed to return to the Rust Bucket and see if Mandy was alright, and then...he had a sneaking suspicion of where that clown had gone off to.

**June 16th, 2005: 19:34**

After Kineceleran arrived back at the rust bucket he found Mandy staring pointedly out the window, the police had arrived and one of the first things they did was collect the body of Acidbreath. The deep black body bag seemed to sag mockingly as they took it away. XLR8 motioned for Mandy to step outside, where in a blink, she found herself in the arms of the blue alien and was whisked to a now empty parking lot full of people sitting around loitering while chuckling to themselves.

The two looked around until XLR8 let his face plate rise to reveal his shocked expression, in the distance stood Kevin, softly chuckling to himself as he absorbed the power from a street light, not far from the boy was a barely awake Grandpa Max who was also chuckling.

With a muffed sweat the blue skinned alien slowly approached Kevin as he snarled through his own lighter and punched the metallic post, lightning whipping across and over his hand as he grunted in pain before laughing again.

"Kevin? What's wrong? Where's Gwen? What happened?!" XLR8 asked spilling the boy to face him, the black haired child chuckled and struggled to keep his eyes open as a charge ran over his skin before vanishing in the air.

"Heh, heh-heh, c-clown, heh, he-took Gwen, heh-heh, c-can't st-heh-op laughing." He sniggered as clutched his aching stomach as a fresh fit of lighter washed over him.

With a snap the faceplate came down to cover the murderous scowl XLR8 was sporting.

"Mandy. Stay here and watch over Kevin and Max...I'll be right back."

The girl could only nod as his body vanished with a rush of wind.

Casual observers and other manner of pedestrians out for a stroll that night would make passing comments about the strong wind or sudden breeze passing by them, anyone with a camera would ask why a blue streak was suddenly in the frame, and all the raid workers would ask why there was a strange grove cut into the road.

A few miles outside the town, the clown top that had been packed up and moved out, the truck driver an average joe type of guy with the only defining characteristic being the red cap with the stylized letter spelling out 'Monster Hunter' on them in a reminiscent call back to certain captain. The poor driver didn't know what to do when the glass of his door suddenly imploded and showered over him, or even worse when the steering wheel was suddenly yanked and the entire semi was sent slamming into the surrounding forest.

As the red cap fell from his head, his own equal parts red blood dripping down into it from the gash now going across his forehead, it would surely leave a scar.

In the back of the truck where the doors to the trailer be, suddenly flew apart with a seething Zombozo staring out, far behind him was the pale faced red head with her cheeks sunken in. A burning hot rage filled glare cast across over wooded area.

"Alright! Who's the wise guy?!" He called out, stomping out in what would normally be a menacing manner if not for the squeaking of his shoes.

In place of an answer he received a super fast, and magnified, punch to the face that sent him spinning on his heels. A loud screech caught his attention, and as the clown turned to look at his assailant he was blinded by a sudden green flash. When he rubbed the blackness away he found in place of what he had assumed to be a blue tailed creature to be a gray skinned ghost. The sole pulsing violet eye traveled around the ghouls body along the black seam in its 'flesh' before stopping on what one would logically assume was its face.

"Did you know…" the raspy voice spoke in a distant sounding echo as his body darkened and vanished from view, "...that people tend to hold grudges when you kidnap their family."

The enraged Zombozo removed one of the glowing blue orbs from his sleeve arm and crushed it in his hand, the blue cackling spirit like entity seemed to home in on Ghostfreak's position and dove at him. The ectonurite simply waved a hand through the blue spirit and with a whine, it vanished in the wind.

Back in front of the trailer Zombozo snapped his fingers and a wire seemed to come alive and attached to his back, the trailer hissing as the roof split open and the walls came apart creating a flat stage to stand one, poles rose up into the air to provide stage lights. His shit eating grin widened as he waved a hand like an orchestra conductor and several more spirit like apparitions rose into the air.

"Don't mess with me kid! I sell the tricks, I don't buy em'" he laughed until suddenly his dozen or so apirritions writhed before vanishing in the wind. A gray hand slammed into his nose sending him back.

Zombozo growled and prepared to summon even more apirritions until a hand sunk into his skull. The sudden shrieking exploding in his ears making his eyes go wide, his mouth instantly fired out and a cold sweat ran down his face as his mind seemed incapable of escaping the engulfing darkness that was closing in on it. A horrible numb feeling overtaking him.

A hand grabbed him by the back of his collar and he did nothing to stop it from throwing him with Herculean night against his own machine. His body tore a hole through to the other side, and as he laid there, bones breaking, skin peeling, drool and blood spilling from his mouth. He could do nothing but tremble as his mind kept the image of the darkness around him, the writhing mass of tentacles and violet eyes consuming him, tearing him apart, the ghostly cries of joy as they feasted in him.

A wave of blue rose into the air, the spirits of many of those who'd been targeted, who'd had their life force drawn away by the clown faced terror.

Ghostfreak didn't spare a glance at the victim he inflicted with insanity. Instead, he stared at the limp body of his cousin. Her spirit had returned, it even looked brighter than the rest...but she was still just lying there.

Sadly he picked her up and moved to get her back to their grandfather, hopefully she would wake up soon.

**June 17th, 2005: 01:00**

His pale eyelids shot open, the room he laid in was brighter than he could even begin to fathom, but that didn't stop him from grinning widely. His throat sore as a laugh tore out, pushin guo in his elbows he stared at the cheap mirror hung on the far wall. His pitch black hair was going orange and his lips becoming black. He rarely had to resort to this trick...but after what that ghost kid had done to him...


	10. Lucky Girl

**Chapter Ten: The Unlucky Sorcerer **

**A/N: **_Well, we've made it. The tenth chapter of a Ben 10 story, that something special right?! I think it is. Not too sure what I should say, hmm, I'm considering moving the Update day of each week to Sunday instead of Monday. Not sure why. Just a thought. Hope your still enjoying the story, as if this chapter I've begun the second chapter of season two. So that's good right. Umm, something else? I've listened to a lot of Seether and Trivium lately. _

_This weeks recommended story is..._**How not to raise a Sith Lord by WillyDJ. **_It's so funny!_

_Anyway, hope you enjoy! _

**April 2nd, 2013: 05:00**

A firm finger poked and prodded at his bare side. The slow pokes and then soft feeling as the finger was dragged down his side and made soft circles felt enriching, and every time the warm touch vanished to restart the poking cycle he wanted to frown. Finally a breath blew across his nose and he giggled. It had in fact tickled, and as he let his eyes open and turned his head to stare at the head of golden hair and perfectly caramel brown skin, her deep blue eyes seemed electric as they looked at his own green ones, she said they were emerald green at times but he didn't see it, his lips quirked upward in a smile and even as the hard bristles of his beard scratched against him he still smiled at the angelic sight before him.

"Morning?" He asked, definitely more a question since he hadn't bothered looking at the clock at all after receiving her invitation and rushing over as fast as XLR8 could run.

"Yeah, just about." Was her reply, her hand still soothingly tracing circles along his side.

"What time?"

"Mmmm, about five or so..."

Ben couldn't help but frown, why would anyone wake up so early on a free day. He still felt sore and achy from where she had bitten and clawed at him from last night.

"Don't make that face at me. Anyway, make me breakfast." She all but ordered pulling the cover off of him completely to cover her still nude body, he had only now realized his missed chance to look at her breast.

"Huh? Why me?" He whined, it felt horrible suddenly having all the cold air rush in on him and his exposed modesty.

Mandy smiled, she leaned in and stead of seductively whispering her reply like he assumed she would she placed a quick kiss on his lips before spacing herself from him in an instance, he couldn't help but stare after her and her exaggerated hip movements as she tauntingly walked away and into the personal bathroom her quarters had.

With a groan he threw his legs off the bed and sat up, the memories of last night slowly being replayed in case he needed to recall anything for his day, and while nothing of note came up, he did enjoy recalling the vivid details of last nights shared adventure. He went through the monotonous motions of cracking some eggs and frying some bacon and pouring some juice, enough for two. He even made coffee. As he moved to sit down he finally realized he still hadn't dawned any clothing and snorted as he picked his boxers up off the floor.

By the time he ate, washed his plate in the sink, then his face and teeth in the same sink, and got dressed Mandy finally came out of the bathroom looking refreshed.

She wore a typical black and green plumber issued under suit, and while that was basically the fancy way of saying "really strong spandex suit" he didn't get to admire any of her curves since she also had on a pair of cargo pants and a lab coat, the right sleeve torn off to reveal the complex magical circles all along her arm. He even had the unfortunate luck to get caught staring and received a wink for his troubles.

She sat across from him and sipped at his coffee, humming in delight as the liquid warmth danced across her tongue.

"Oh! Before I forget, Captain Cursely said you were due for a physical and to meet Doctor Rein at the medical bay before seven."

Ben inwardly swore. Twice when he saw the satisfied smile on her lips. He had been looking forward to spending a day with his girlfriend, doing whatever it is that he could do to este time in this rare, rare, RARE, day off.

"Right...how's breakfast?" He asked, standing to get ready to leave.

She hummed before popping another forkful of scrambled eggs into her mouth.

"The bacon is a little high and sodium and the eggs seemed to have a little too much grease, the juice is bitter and the coffee needs more cream.

Ben chuckled. Most would have gotten upset at such criticism, but if Mandy really felt negatively about the meal he made she wouldn't have bothered with even criticizing it, meaning she was nit picking. He smirked to himself in victory before giving her lips and peck and vanishing out her door.

**June 17th, 2005: 04:32**

Slowly her eyes twitched before she opened them, her mouth felt dry, and she had a horrible headache. When she looked to the side she saw the moonlight spilling into the RV, their grandfather Max was asleep, Mandy was sitting up front, wide awake reading over some pages, Kevin was nowhere to be seen, and by her bed was the brunette boy she once knew. Her cousin Ben. His soft breathing the indication of his currently sleeping state. Above her a soft snore alerts her that Kevin had seemingly taken his bunk for the night.

"You sure do sleep Gwenny." Mandy said, having walked over to her bunk between her first waking up and now.

"Wha—" Gwen coughed, her throat just as dry as her mouth and the hoarse sound that came out scratched the inner walls of her esophagus like sandpaper.

The blond girl handed over a glass of water. Gwen eagerly took the offered glass and greedily gulped the refreshing liquid within seconds. The cool rush of water running down her dry throat heavenly. As she peeled the glass away from her still parched lips she handed it over with a nod in thanks.

"You've been asleep for about nine hours. We were pretty worried since Max and Kevin stopped laughing and woke up almost instantly." She filled her in.

Gwen ribbed at her eyes, her throat still parched, as she considered getting out of bed. She considered it for a moment, before realizing even if her back felt stiff the covers were unnaturally soft and she'd much rather get rid of the lingering exhaustion.

Mandy pulled up a seat by Ben, smiling to herself as she pulled his watch hand into her lo and began to fiddle with the device. Seeing her so casually mess around with it, after what Grandpa had said she had attempted to be more lenient but…

"Are you sure you should be messing with that?"

Mandy chuckled, her thumb rubbing soft circles on his forearm.

"Benny's the hero. But as smart as he seems to think he is...he's pretty dense, so if I can help him become a better hero...shouldn't I?"

Gwen pondered that. What was it with people and wanting to be hero's lately? And if not being the hero, than having the hero in your back pocket?!

Instead of voicing her opinions she instead decided she'd rather just turn around and go to sleep, until she heard the chime if the watch face rising and turned to see it spinning on its own. Before flashing green once and lowering again. The hourglass symbol on it crossed over itself and displayed a strange silhouette. It looked to be some kind of humanoid shape with a cloak.

Mandy's smile seemed to only widen as she fought to hold back and exited hurrah at her achievement. Over a week of messing with the thing and they had finally unlocked something, though she doubted it was exactly what Ben was working toward. Suddenly the smile on the blondes face fell as she realized the boy she'd been developing feelings for was still hiding things from her, she threw his hand off her as the very bitter feeling overtook her.

The sudden jerk stirred Ben from his sleep. His eyes widened as he saw his sniggering cousin and instead of threatening her to shut it like Gwen imagined he would have once upon a time he threw his arms apart and wrapped her in a bear hug.

"Gwen!" He screamed, causing her to wince due to her still persisting headaches.

She groaned as Kevin groggily rolled off the top bunk and Max rose from his fold out bed that was built over the dining table.

Gwen would never admit it...but she was glad to have the spotlight on her for a change...even with the insufferable headache.

**June 17th, 2005: 08:24**

Kevin groans at the paper slips in the old man's hand. The wrinkly smile and over played hype in their daily trip making him want to groan. He was already bitter about being out of commission by a bad guy he didn't even raise a fist to. But then he spends the whole night worrying about whether or not Gwen's gonna wake up, and then he gets dragged out because Max wants them to see some museum!

But even worse is how he has to smile and nod every time Gwen starts ranting about the dust covered ancient stuff behind four inches of reinforced glass. Worse still is that Ben and Mandy seemed all too happy to stay perfectly silent side by side.

The sun coming through the large windows in either side muddied by the grey clouds that seemed to be blanketing the entire city. With aresigned kind of grimace he stuffed both hands in his pockets with a pout and forced himself to look interested as Gwen rattled off more and more information one would scavenge from an internet web page or an encyclopedia by heart and without issue. His attention only really returned to the 'now' when he heard the museums tour guide speak to them.

"Maybe you should work for the museums," the old lady said in some snooty way that had Kevin aching to bite back, instead he turned his attention to the now upset girl at his side. He may not have been having fun...but she was in her element so to say here.

"Eh, what does she know...she's old enough to be part of some of the exhibits here."

Kevin pauses at the grateful look he revived, but before he could say anything else gravity seemed to decide it was time for a five minute smoke break since everyone suddenly found themselves on the roof.

He looked to see Ben bored staring down at the museum floor as the front doors were blown off their hinges and in floated a pale faced with red and blackish brown robes. His wooden staff with a bird head on it floated beside him independent of his own bright yellow aura. The man had a stitch like make-up across his lips and he smiled and muttered some low words that caused the glass case holding the old book Gwen was talking about within.

A bright green flash filled the room and Kevin looked over to see that Ben had transformed into a black and white midget with odd teeth and a trail of lightning coming off its head, the dits connected pretty quickly and Kevin let some of the charge sink into his hand before he reached up and pulled down his goggles.

Another flash of green and Buzzshock became XLR8, the blue speedster vanished in a blur as he ran down the walls and slammed into the magic man. The pale faced caster flew backward before colliding with the wall, his staff and book falling to the earth having their connection to the magic aura manipulating them cut off.

"Who dares?!" The booming voice of the magic man erupted out before a blue tail lashed out and whipped him across the room.

No one coil really comprehend what happened as a trail of blue seemed to burst back and forth and knock around the man responsible for capturing them.

Kevin waited as patiently as he could as XLR8 got the guy in position directly below him, and when he was finally there he unleashed the voltage!

The green tinged white static cackled as it came racing down and consumed Hex. The older man's scream seemed very telling if the pain he was in, and the second that the shock rain ended a blue smashed into him a hundred times harder than any of their previous times. The sudden impact clapping with a boom like thunder and the sick snap of bones as the man goes limp in his unconsciousness before ragdolling through the air and breaking through the wall on the far end of the room.

The crowd above yelp as the unknown force suspending them vanished and in the blink of an eye XLR8 manages to catch and place all of them on solid ground. The scared visitors and employees offered a rushed thanks and before too long tourist and reporters are in the scene with flashing cameras and notepads.

XLR8 sends a look to his grandfather to signify he'll be waiting for them at the RV, but as he moves to leave a woman with tan skin and neatly done brown hair up in a boring bun shoved a microphone in his face. Well...faceplate.

"Mr. hero! Some questions please!?" She says, the man behind her with a camera looking a bit hesitant at approaching a velociraptor like monster, the thought crossed his mind to answer a question but as his brain, running a hundred times faster than normal, scans the crowd and sees all the cheers and people waiting for comments the bitter taste rises in his mouth.

His face plate rises to reveal his blue face and gold eyes and black lips as he hisses out, "no comment." To whatever question she had uttered while he was in his own head and vanished in a burst of speed. Held tightly in his claws a small charm that had been knocked off of Hex's robes during their clash.

**June 17, 2005: 10:20**

Gwen stared at the heavier-than-it-has-any-right-to-be charm/talismán in her hand with odd carvings all along its face. Her brow already risen as she lifted her head to Ben who had placed it there after they returned to the RV. He had been waiting for them for a while since a XLR8 could avoid a crowd no problem, but Kevin had to deal with all the annoying news people claiming in on him, the attention-positive attention- must have gone right to his head since he threw his hands into the air and called out 'Who's your hero!' For the all the news crews present and the adoring cheering he received.

She was more than a bit miffed, she had already formulated a plan to get off the ceiling using a nearby banner and would then use her martial arts knowledge, read as one and a quarter years at Ju-Aang's Karate and more dojo back in Bellwood, but she'd been too slow to act it seemed and instead her cousin relied on yet another stray that he had picked up to help him with his problems. Gwen looked away with a huff, she wasn't bitter about Ben seeking help from others at all, why would she even bother to help the doofus in the first place!

"What's this?" She asked, a strange uneasy feeling in her gut already telling her she wouldn't like the place of origin of the small stone charm. The weird buss she got while holding told her as much.

"When me and Kevin took down Hex I must've knocked this charm off his robe." He casually explained as if handing over pieces of bad guys was some sort of hobby everyone had. But then Gwen went back over his statement, and something struck out at her.

"Hex? When did you learn his name?"

Ben chuckled, "His name? Not even close, it's just some super villain nickname. I could care less what he's really called."

Gwen looked once more at the charm as she considered chucking it in the nearest waste receptacle...but the unfamiliar yet warm buzz it seemed to possess made her pause. It wasn't every day that he cousin handed out free gifts...even more so things that belonged to villains...besides, if nothing else...it sort of went with her outfit. Slowly her hand closed around it, a small smile on her face as she looked Ben in the eyes.

"Thanks dork." She said, in a very endearing sort of way.

Ben gives her a face splitting smile in return, "No problem dweeb."

They share a short laugh before Mandy huffs from her spot on the kitchen table.

"Giving gifts to other girls now Ben? Trying to make me jealous?" She grilled the boy, not entirely serious if the shit eating grin she had was anything to go by.

Ben shrugged, "I wasn't aware you had anything to worry about, but if me giving a gift to my COUSIN worries you, should I be ready for what happens when my moms birthday rolls around?" He returns and Gwen is surprised when he smiles fondly at the sight and sound of Mandy giving him a very real laugh.

"I'm not sure how I feel about my boyfriend being so perceptive." She chuckles and Gwen pauses, Ben remaining very neutral, she looked between the two wondering just when that had happened. So far it had looked more one-sided than any vested interest in her cousin, any real intrigue mostly due to the device on his arm.

Ben leaned a millimeter and smirked, "Girlfriend you say? I don't remember being asked out."

Mandy sighs, "Then consider this my proposal."

"...I'm not sure, I'd think I'd rather be asked in a special kind of way." Ben hummed before replying.

"Isn't me asking special enough?"

"I just assumed you got tired of waiting."

"Oh? What's this Benny? You admitting to having feelings for me?"

"I won't deny it." Ben said with crossed while he bobbed his head up and down.

Mandy moves to say something but was cut off and Kevin suddenly rose from the seat he was laying in within the booth and screamed, "Okay! We get it! You wanna go out now shut up!"

Mandy rose a brow at the outburst, she had wanted to tease Benny about it some more, but Ben could only smile at the reaction. He moved over and sat down beside his now girlfriend and placed an arm across her shoulders to pull her close to him, Mandy was as surprised as the rest of them by the sudden display of affection, before he set his eyes on the black haired boy.

"Don't be discouraged Kev, I'm sure someone's out there just waiting for the big hero 'Sparkplug' to sweep em' off their feet."

He grumbled some unintelligible things but Gwen couldn't make them out from her spot, instead she decided to go to her bunk and begin researching just what was up with her new trinket and whether or not it had any backstory.

**June 17th, 2005: 12:00**

Grandpa Max had made himself abnormally scarce that day, the excuse he gave before vanishing was meeting some old buddies from his plumbing days while they were in the city, So lunch had been taken care of by Ben who used the money left behind by their caretaker to buy Pizza as XLR8, apparently the nearest Domino's was still two hours away.

Gwen has doesn't the morning, what was left of it, learning about her newest item of flare and couldn't help the excited squeal she gave when she found out just what she had.

A real deal magical item! It was beyond belief at first, but she had to test it out, so she had 'borrowed' Kevin's basketball and gone outside to a nearby court and done backwards facing shot after shot and made them all!

The fact that this proved magic was real was insane in its own right, but the idea that came to her upon realising just what she now had was even more bizarre. She found it stupid to even consider it...but here she was buying a costume, a mask of all things, so she could be a hero…

She nearly jumped out of her own skin as a hand cane down in her shoulder. She spun so fast and just before her fist smashed the nose of whoever dared to sneak up on her, it connected with their open palm. She turned with a fierce glare and stopped at seeing Ben there. His expression unreadable. She was honestly surprised to find him apart from his now girlfriend Mandy, even more surprised at how strong his grip was...or that he wasn't messing with the omnitrix...point was she was surprised to find herself snuck up upon by her idiot cousin.

"Got a minute to talk?"

Gwen glanced at the violet bag in her hand that held her new 'hero costume' within. She only gave a short nod. She let his move his hand as it released her fist and wrapped around her wrist. He only walked them as far out of the store as the sidewalk before letting fit and leaning against the guardrail outside the shop to keep people from running out the door and into the street.

"So...magic…" he began and Gwen felt a knot form in her throat, bewildered that he even had an inkling of a clue, "I know it's real...and, I know that charm has some magic effect. If your gonna use it to be a hero...to help people...then all I ask is...be careful alright."

She felt a prickle if a year in her eye at the concern. It was heartwarming that he wasn't trying to keep her from doing something like this. She smiled and nodded.

It had been a worrying few seconds, being found, having all this happened, and as stubborn as Gwen was...she didn't know if she had the resolve to deny her cousin now that she had seen him…'end' other aliens. She shuddered recalling just how quickly he could take out other when he wanted to.

"So. What was it like to not have a soul for a while?" Ben inquired as the two began the walk back to where the RV was parked.

"It was...weird. Weirder than anything I've ever felt. Like...you know when you hold a bottle of water that's only about a third full after you've spent time drinking from it?" She waited for him to nod before continuing. "Well, it's a lot like that, like having my body, my structure, be so weak, and that weird heavy weight at the end of me, it felt like being almost empty...but afterward. When I woke back up. After the headache and everything. It was great! Like everything felt so new and clean and fresh!"

Ben smirked as he listened to his cousin go on and on about her out of body experience, he pondered the whole while just how long it would take for her to begin to look into other Magic's now that she had taken that first step and become in tune with Earths mana stream?

**June 17th, 2005: 14:12**

XLR8 looked toward Kevin and Gwen as they bickered back and forth. His growing frustrations at having to play hero while listening to kids argue about who did what.

"You got in my way!" Kevin shouted vacuously annoyed about the sudden add on to his hero team.

"Please, I so had this covered!"

The lady who had gotten her purse snatched backed away as the kineceleran handed over the small satchel and shoo'ed her away. No one else should be subjected to this torture.

"Me and XLR8 has it covered! I was already doing something when you decided to but in!"

"You could have hurt them with all that stupid static!"

"They were robbing someone!"

"SHUT UP BOTH OF YOU!" The blue alien erupted and he realised that he too didn't deserve to be subjected to this heinous terror of a dumb squabble.

"We're, meaning all of us, are hero's! It doesn't matter who does what! How it's done! Or anything else except stopping the bad guys! So shut up and get over it!"

Kevin grumbled and began walking away leaving only a peeves Gwen and XLR8 to be praised by the growing crowd. The ones crowding them had been fortunate enough to miss the two children acting like...well children, but the pint stands!

Gwen moves to walk away before her body was suddenly consumed in warm yellow glow, something like the color of pee on snow.

"Ah, there it is, the source of magical potential I sensed, and my charm." Hex grinned from his place, twenty-some feet in the air.

Gwen struggles against the tightly binding warmth around her, she could feel it pressing against her, like rope, except it was different almost like being buried under warm sand.

"Hex! Let me go!" Lucky girl called out to the evil sorcerer, his voodoo inspired smirk growing at the demands of his hostage.

"Please girl you have no place from which to order me around!" He tossed back his head in a laugh, not noticing the sudden green glow, and as he looked back a pair of wide golden eyes were staring back at him, he jumped, and as he moved to swing at the face of a lean creature with moth like wings a chilling breath escaped its mouth and Hex froze, literally, as the ice ran down his arm and over his body. Suddenly with his concentration broken both Lucky girl and himself were sent plummeting to the earth below. Both of them screamed, but Big Chill only swooped un to retrieve his screaming partner. The dark sorcerer grunted as his ice prison shattered union meeting the earth below, his limbs and torso numb, and he could see the slightly blue tinge against them. The fourth charm in his left side suddenly flowed bright, bright, yellow and the feeling returned along with a steam rising off his flesh. His smirk enough to let Big Chill know his assault had proven fruitless.

The moth like alien went higher to deposit his new partner atop a roof.

"Wait! I want to help!" Gwen called after Big Chill who was already moving to go intercept Hex, the evil magic man already preparing his chants.

"Don't underestimate the enemy! I'll make an opening you find some way to provide ranges support."

And with that the ghostly bug man faded from existence as he became invisible. She looked down at the street where without hesitating her cousin had moved to fight what she thought to be a very powerful opponent, the charms along his robes scarf thrummed with life and she could feel their pull from even here, she didn't have any range. She knew some karate. She had a charm that made her so lucky it was bull-crap. She could stand here and throw rocks until the tendons in her arm snapped and the vessels popped, but she figured it wouldn't do much in the long run to stopping Hex.

So she turned and ran. Jumping from one roof to another. Heading after a faint feeling in the air, something she could compare only to the soft hum your fingers got if you dragged your sock covered feet across the carpet, the build up of static. She flipped off the roof, landed on an awning and slid off to lad infringement of a now surprised Kevin who had a half rated apple in his hand.

His scowl returned as he glared at her, "What do you want now?"

She couldn't even care that he was still being bratty, "Hex came back and Ben needs help fighting him!"

Kevin let the plump red fruit fall from his grip, "What! And you left him alone!?" The boy panicked! And he wasn't sure why, he should be glad shouldn't he. Hex could probably beat Ben, meaning he could take the watch after Ben was beaten down enough...but why did the thought of that leave him so bitter?

He turned and moved to run back to where glue had last seen the shapeshifter if the group only to flinch as the store front two door in front of him explode outwards and a lean blue moth man rose in a shaky manner from the hole he tore into the apartment complex on the other side of the street. The two kids stared in shock as a wave of glowing yellow energy came out of the hole he flew through, the sorcerer smiled at the slumping form of his opponent. The fight hadn't been looking good for the magic wielder but thanks to his charms he was able to turn things around. The flames from the bolt of fire head use were still licking at his fingertips eagerly the man brought new bolt a flames to life in his palm with amittered incantation, his gaze unwavering as he sent the bolt flying and let it explode at where the body of his foe had been moments prior, the rubble flying out and crashing against other ships and building around them. The girlish shriek to his right drew his attention and he could scarcely believe the deep thrumming of the magical power coming from the masked girl.

His mistake gave Big Chill the opening he needed to change forms. His skin changed to molten rock and in a second he was roaring with renewed life, his roaring flames a testament to the sudden surge of energy. He finger extended out as the rest curled into making his hand look like a hand gun, he fired three small balls of his own flames to see how Hex liked being shot at.

The magic caster grumbled something unintelligible as he expanded his awareness, his hold on the magic in the air seemed to double the thickness of breathable air, making the flames of Heatblast body flicker and the alien stumble as his oxygen supply was suddenly tampered with. His hand pressed in the gray omnitrix symbol instantly, his body changed from the molten form of a pyronite to the fur covered one of a vulpimancer. His snarling maw oozing thick drool as he roared and bounded forward, his sinuses catching the putrid smell of Hex and his unique musk.

The caster waved his staff and sent a wave out that lifted Wildmutt off the ground beneath him and sent him flying.

"Ben!" Gwen screamed as she ran to her cousin, sincerely worried for his well being, had any other bad guy even put up half a fight like Hex had?

She didn't make it far before her legs froze, and soon she was lifted into the air and pulled father from her downed cousin and to the demented magic man.

"Ah, I see now. You've recently had an out of body experience? Your soul is still sensitive to magic...now it makes sense." Hex says, more to himself, as he drags a thumb across her forehead.

The world exploded in a screeching clap as a stream of electricity carved beside him, nearly ripping his arm off. His fury filled gaze moved to the black and white body of a tiny, green electricity wielding form.

"Just how many monster can this boy become!?" Hex asked no one as he moved to dodge another stream of lightning. Only to get an annoying shock from behind, the casual observer of their fight, the one with black hair and blue goggles, had decided to make a move and as his hands still hummed with electric energy, he simply waved and sent the boy slamming backwards through the glass display window of the shops.

The demented voice of Buzzshock cane out and as he slammed down on his omnitrix symbol again, he changed into massive four armed figure with blood red skin.

"Rgah!" He roared bringing all his hands together in a clap that sent Hex and Gwen tumbling back, the magic man made his distaste obvious as he let those charms feed him power, his body moving higher into the air as the ground cracked apart and golems of earth came crawling out like undead ghouls.

Four Arms didn't even let them get above ground as he ran over and smashed their heads underfoot and ripped the headless body of one earthen man free from the concrete and threw him with a mighty heft at Hex that turned it to dust as it impacted the yellow shield he rose.

The spellcaster smirked triumphantly until he saw his red skinned foe move over to an abandoned bus, he moved to stop the quick acting pest but was suddenly washeshed over by small sparks. His glare moved to the black haired boy who was shooting small bolts of lightning at him even as the blood ran down from the gash on his forehead, and without even thinking about it, he threw the captive girl who had such a magical connection into him sending the two to the ground in a heap. Just in time it seemed as the bus crashed into him and he with the automotive form of public transit soared through the air in a lazy arc before smashing through the roof of an apartment complex. It felt incomparable as all the force doubled down on him, pushing him through floor after floor until he smashed through the foundation of the old complex with the bus still on him.

The charms were magic, not miracles. He would love, but he was out of energy to rise against the foe, even as the bus stirred and was removed from his body and he set his gaze, his very blurry gaze, on the four armed body of his opponent each of his four eyes trained in him, and before he could even think of muttering a spell to turn the tables a foot met his temple and he embraced the darkness it brought upon him.

**June 17th, 2005: 17:38**

Gwen felt dejá vu as she looked at the brownish red scarf with the varying charms upon it. Her cousin had returned from retrieving the unconscious bad guy, and after handing him over to the police officers he had claimed the charms, stating then to be too dangerous to leave with humans, and so he took them and jumped away, leaving herself and Kevin to get swarmed by the local news to answer questions. As it turns out Kevin knew the name, the actual name of the four armed form her cousin used along with the speedy blue one. Four arms was called Arbet'adrea, and XLR8 was Beschle. He didn't offer those willingly to the press it was in fact more a slip of the tongue, but after that she took his hand and ran away, the lucky charm of hers making their escape smooth.

But here she was, finding him back at home, sitting beside Mandy while she fiddled with the omnitrix, their hands together in a more endearing way, with the scarf holding the charm's waiting for her.

"So what do I do with them?"

Ben raised a brow, "Your the one with a magical affinity who wants to be a hero. I figured you'd be best suited toward it."

Mandy scoffed at the mention of magic, but not much stock or attention was given toward that since she didn't deem it worthwhile enough to actually give her opinion and just grunt. So no one picked that bear just yet.

As the four kids got into a nice monotony, the door opened and Max walked in, a knowing look on his face, it twitched mildly as it crossed over Ben.

"So kids...what did you do today?"

Everyone shared a look.


	11. A Fishy Problem

**Chapter 11: Freaky Fish Guy**

**A/N: **_Good evening to all my wonderful readers! Hope you've had a nice weekend, I certainly enjoyed my day off. I always wish I had more to say in these notes, it usually not until after the fact that minute details come to mind but by that point, adding them seem pointless. _

_As of posting this chapter I'm about halfway, more or less, through chapter three of season two and it's kicking my ass. Here's a bit of a spoiler for all of you guys though, the episode Framed isn't going to be happening in this fic. Not exactly anyway. _

_I think that's everything I have to say..._

_Oh! Wait, I've talked to Avenger2003 about some parts of the story that seem to be confusing, if any if you feel the same. let me know where. I can either clarify through a private message or here in the following A/N or edit the doc._

_This weeks recommended story is..._**Mortified by FiveRivers **_A Danny Phantom story that I've recently stumbled across that I've had fun reading so far. _

**June 18th, 2005: 12:33**

A day at the water park on a hot summer afternoon. What's not to love about that kind of idea?

If you asked Kevin, he'd say nothing as he lazily floated down the lazy river attraction in a floating ring with sunglasses on, every so often catching a glimpse of the 'babes' also in attendance.

If you had instead asked Ben, he'd frown and give you a look like you just convinced him to bite into an onion.

No, on this hot summer day, Ben was in fact not allowed to instantly jump into the many pools in the park, or find a tall water slide to go down on, or even accompany his friend Kevin in the lazy river to check out 'babes' because he knew exactly what Kevin was doing, no, instead he was sitting on the edge of a pool, only his feet submerged within the cool liquid, sweat rolling down his body as the harsh sun beat down on his back, and his left hand on the sweaty lap of his now girlfriend and permanent headache, Mandy Blake Evans. He had convinced everyone that the watch was waterproof, he'd taken countless showers with it by now, hadn't he? But even so, he only got a minute to himself, or with Kevin, until Mandy found him.

The boys and Max sported the standard fare of water park attire. Ben wore dark green swim trunks, Kevin wore black ones with gray skulls emblazoned along the trim, and Max wore a Hawaiian pattern pair of bright red orange ones with a sleeveless shirt.

The point of intrigue for the day was instead what the girls had decided to wear. The now magic wielding red head of the group had a one-piece light blue swimsuit, one that wouldn't look out of place in some slice of life school anime. The blonde haired Australian-American though decided that the spare swimsuit her red haired companion had wouldn't do. Fortunately, she had no need to depend on her still sort of new roommate, instead, she had packed her own so many days ago. A simple red two piece, that Kevin had applauded her on, once she stepped out.

Then a morning of walking ensued, Ben had not minded departing from Gwen, Max, or Kevin for a short break to enjoy a walk with his girlfriend, but ever since his...well he didn't really ask her, but it still got the point across...so he had much enjoyed holding Mandy's hand and talking about completely unimportant things for minutes on end. Until her brain seemed to reboot itself. Before that, she had been going along with his hand holding, shoulder bumping, she'd even sat on his lap for a brief stint of time while they waited for their hotdogs. But now that she seemed completely awake, her true social awkwardness kicked into third gear and she had thrown a gap between her and Ben, ten paces behind her he had to walk anymore and she'd threaten to abandon him to a lonely day at the park.

But with his good luck they had come across a slightly emptier pool, it was the sort of landing zone of the water slide, the biggest slide in the whole park. But Mandy being Mandy simply refused to even consider the idea of taking the water slide. He had seen the bored looking teenager, of a nondescript sort, sitting by a shark cut out with a fin stuck out. He blanched at the idea of having to meet a height requirement, so bitterly he suggested they just sit around the pool and get their feet wet. She so graciously accepted.

At first he had just intended to enjoy the water brushing against his ankles, a day where no aliens attacks or drones would hunt him down, or anything. It would be perfect. But instead Mandy snatched his hand and without a care placed it on her thigh, Ben would have blushed or sputtered at the action if he had not turned his head and found her messing with the watch at the same moment.

What had been a gesture of romantic interest initiated by her to him, had turned out to simply be her entering her scientist mode, not that he could really get upset here, she was at her calmest, most relaxed, when working. Whether that be working equations, chemicals, robotic parts, or magical index's, as long as it kept her mind occupied to an extent, she was more than content to have at it. He couldn't take that away from her. He knew how embarrassed or out of her element she was with the more normal parts of their 'relationship' so he'd let her have this...maybe he'd use it as some kind of leverage to win a date at a later point. He couldn't help but let that goofy smile split his face, he was so into his own thoughts that he hadn't realized Gwen sat down beside him.

"Earth Doofus? Anyone in there?" Gwen said tapping his temple lightly with her knuckle as if knocking on a door.

He waited for her to stop before turning to face the red haired nuisance...he cracked up with a chuckle at seeing the already forming sunburn on her face and shoulders. Hadn't she been the one putting sunscreen on in excess though? Guess being the palest if the group came with some serious disadvantages. Or maybe it was her more shut in tendencies.

Ben cringed as he heard the soft chime and felt the soft spinning of his watch. He quickly turned to see the face do four full rotations, the hourglass shape expanding and contracting five times and finally it came back down. A female voice came on, it's monotone a nostalgic trip for the young hero as she said the words again.

"Life-form lock has been discovered," it said casually, as if it was no big deal to activate one of the many bonuses features Azmuth out into this infernal thing.

Gwen looked at Mandy who was looking at Ben who could only stare at the watch. His hand instantly pulled away from her lap and he stood to his full height. An irritating fact was that he was still shorter than both girls to varying extents. His hands coming together as looked at the watch. He would always be glad for each advancement made towered unlocking all of his transformations, but almost traitorously, he couldn't help but think that of all the features to unlock it just happened to be this one. How often had the need arose for him to remain a pyronite or Galvanic Mecamorph for more than a few minutes at a time…?

Actually...once he got the Master Control, it would almost make this one pointless...but...hey, progress.

Mandy was at his side before Gwen could even fathom what had occurred her hands grabbing his...watch, her eyes locked on the alien device, her hands running over it curiously.

"What does that mean? I don't remember reading about that one!" Mandy happily exclaimed, and Ben was all too happy that Gwen was seemingly preoccupied with getting her head on straight to bother with Mandy's words.

"It means it'll lock me into a transformation for however long the lock is initiated, it can be timed or indefinite depending on the circumstances leading to its activation.

Caught up in his bitter thoughts Ben failed to notice Mandy press the button to bring up the watch face.

"Yeah? Like how exactly?" She asked in genuine curiosity.

"I'd have to say something like...Initiate lifeform lock...for three hours—" he didn't finish his explanation as the watched chimes accepting the command and Mandy pushed down on the face of the device. The sudden green flash washed over everyone as when Mandy looked around she saw that Ben had become...a six foot tall fish man.

The wide jaw sporting alien simply looked down at her like a parent would to a child who had drawn on the walls of the house.

He actually sighed at the act and asked her, "Really?"

She only laughs at herself and flinched when a scream erupted from a mother with child. The portly woman picked up the small girl and booked it toward the nearest exit alongside many of the sacred park attendees.

Ripjaws dragged a clawed, and webbed, hand down his face and moved to look at Mandy, but she had taken Gwen and had begun running as to avoid suspicion it seemed.

He nearly guffawed but stopped cold as some brown haired gentleman with beady eyes and square glasses slowly began making his way over to him. He had a pair of khaki shirt and a button up shirt of a similar color with a bright orange life preserver. The man's hand both hands visible, a camera hanging from his belt.

Ben has no clue who this fool was but he hopped if a wild Piccis Volan was ever around he wouldn't try to approach the being. He still had very clear memories of meeting the primal native folk of the water dominated planet. The native people's culture and Atlantean style architecture was quite the trip. His mind returned to the present. The man had been saying something, it'd be annoying but he supposed he should listen up, and hope he got the gist of what he was droning on about.

"—So it would be very much appreciated if I could get a few pictures. Maybe a sample of your scales."

Ripjaws tilted his head and let out a hiss of a chuckle.

"Word if advice for you. If you ever see another of my kind around the smarter move would be to make like the rest of these simians and run."

The man perked up at the mention of 'my kind' and seemed only to double down.

"Fascinating! Please, just a picture!"

Grumbling at the irritating alien enthusiast Ripjaws considered just leaving...but, one picture.

Crouching down and reaching across with his dominant right hand, he was working on becoming ambidextrous, to grab his shoulder to cover the omnitrix in his left pectoral.

"Go ahead, on picture." Ripjaws said and remained motionless as the man became absolutely giddy before snapping a picture.

"Now, point me toward the nearest body of water that isn't chlorinated."

The man nodded before explaining the sea was only an hour drive south. Ripjaws has to politely decline his offer to take him. Until he realized just how bloody hot it was out. With a drawn out groan he found a cooler and removed from it a few bottles water. And began to pour them over his slowly drying scales.

"Alright, I'll accept that trip to the sea." Ripjaws relented at realizing his land form was only so good into the hot sun.

As the pair moved to leave, he looked behind them and nodded to watchful Kevin and Max who had been eavesdropping on their conversation.

**June 18th, 2005: 13:42**

"Our planet only has about seven percent land, we only use it to grow certain herbs and to lay our spawn. The high born are birthed in land and when they hatch they travel to the water. The rest of us are simply born in trenches and the like." Ripjaws calmly explained what he knew of the Piccis Volan methods of childbirth on their home planet."

"Incredible, but since the highborn you mentioned are born on land do they also have the angler lure like you Rei'ja?"

The transformed Piccis Volan chuckled at that. He still found the awkward silence that had permeated through the car hilarious at first, it was only after the man had to stop at the first of many stop lights that he had asked for the aliens name. Rei'ja chuckled at finding the humans name to be Howell Wayneright. Specifically the Wayne part.

As the car pulled into the lot and stopped Wayneright actually looked a little...solemn.

"...it's funny almost...my first real friend in years is an entirely different species than me, and one that I planned to exploit to become famous and wealthy…"

Howell looked up as a clawed hand with webbing for enhanced movement in water clasped his shoulder.

"Be well Howell. Use that picture wisely, and if you prosper some, good for you." He said as he removed his seat belt, he had thoroughly drenched the car seat with continuous pouring of water on his gills. The alien casually exited the card and ignored the frightened screams of civilians present as he made his way to the edge of the water and dove in. People running amok and such like headless chickens. The whole time Howell waved goodbye, lightly tearing up.

Howell decided best to leave, return home...he had a few calls to make.

**June 18th, 2005: 15:12**

Max waited outside the RV with an expectant Mandy and Gwen, and before long they heard the familiar buzzing of the large insectoid wings, Stinkfly was coming in for landing it seemed, and everyone was glad that their young hero was returning safely. They had arrived at the deserted beach expecting to simply have Ben, Ripjaws, emerge from the watery depths and greet them, but as they waited on the sandy shores for well over an hour and nothing happened, the oldest amongst the group grew concerned. It was only after Mandy and partly Gwen explains the new 'Life Form Lock' function the device he possessed gave him recently. The group had enjoyed a slow afternoon at the beach after that, and as they were preloading to enter their mobile home for the later part of the afternoon is when their young charge finally arrived in his large insectoid form. The winged alien smirked at the crew waiting for him before he pressed the watch face on his...well face, and changed back to regular, old, Ben.

"Ah! Ben, finally. I thought you were only locked in a transformation for three hours?" Max lightly questioned as he approached the young boy.

Said boy, messed with his long brown hair for a moment before deciding to reply to his grandfather's inquiry, "It was only for three hours. But since I had some time to kill I swam out pretty far and came across this diver being harassed by some sharks. After that I found some jagged rocks to hang out on for the last couple of minutes, and after I changed back the omnitrix was red, so I had to let it recharge! But when it finally turned green I was gonna go XLR8 but the thing turned me into Stinkfly." Ben breathed. The long explanation having been given in one long breath.

Max mumbled to himself before patting the boy on the shoulder, a hesitant yet caring look on his face as he returned to their modest dwellings. He gave Kevin as fist bump, and made a silky face at Gwen before sitting down across from Mandy at the table booth, shamelessly still in nothing but his swim trunks.

They had pulled out of the parking lot and were already on the way to new and great adventures. As far as Ben could tell today had gone off without issue...even if that annoying feeling in his gut wouldn't stop hassling him. But he decided to ignore it in favor of enjoying the simple day, in fact…

"Man, it's too bad our water park date was cut so short." Ben offered the bait to his borde looking girlfriend, her attire for the night a light blue t-shirt and tan cargo shorts with similar blue sandals. Her gaze didn't even waved from the page of the novel in her hands, he saw the now frayed edges of the notes they used to figure out the omnitrix sticking out past the books pages. He nearly scoffed at her level of dedication.

"Can you really call it a date if your grandpa paid and meant for it to be taken as a group venture?"

Ben didn't miss a beat, "Of course I can, if anyone's gonna support my love life it'll probably be him."

She suppressed a chuckle at that before finally closing the book, "Well then mister Boyfriend, wanna explain the whole walking out and going an a drive with some rando?"

"Ah! Fear not misses girlfriend, for Howell is nothing compared to your beauty."

At this she did scoff. "Alright. What's your excuse for walking out on _our_ date though?"

"Aside from _you_ making me turn into a Six plus foot tall freaky fish guy? Hmm, can't say I have a return here."

"I win." Was all Mandy offered picking the book back up, even as Ben frowned, it didn't reach his eyes which were full of mirth.

**June 18th, 2005: 18:00**

Sitting upon a stone throne, a man fully suited in plate armour casually watched a large tv suspended in front of him, his gaze keeping to the corner of the screen where a small window reporting the mass evacuation of a water park earlier today due to the sudden appearance of a monster. It was almost comedic seeing the the few snips of security footage that had actually caught anything of interest. Mostly of a sudden green flash and then a pause before people began to panic. It was idiotic and foolish. They outnumbered the beast what had to be over a hundred, even if the younger ones present stood aside and let the elders act. It was truly as sign of weakness of their race when faced with the unknown, their weak will amongst the threat of danger even with a greater population count they possessed. And yet here he sat watching with interest as one such figure approached and seemingly made friendly with the outsider. The video paused and the attention of the knight sitting on the throne moved to the clanking sound coming from the entryway, a common knight had entered and was swiftly walking up to the good mask sporting throne occupant.

"Lord Enoch, Sir Wayneright has reported in. He has a picture of the beast from the incident and information regarding it. He'd like a transport."

The now named Enoch sighed, sitting up and resting his elbows on his knees as he steepled his fingers together in front of his chin. Howell had been such a trivial thing up until now, and just like that a tiny fish was making waves, stirring the calm waters with delusions of his own grandeur.

"Send out a small battalion. Learn what he knows and silence the fool."

The plain knight stiffened before standing at attention.

"At your command!" He said turning to leave.

Enoch started after him for only a Moment longer before returning to a more comfortable position on his throne, he'd watch this footage again and again if he had too. Monsters didn't just come out of nowhere. With an irritated sigh he prepared for a long night of scanning footage.


	12. Bugs to the Zapper

**Chapter 12: Bugs to the Zapper**

_Early update? Sort of. I recently finished the fifteenth chapter of this fic. Meaning I have a bit of season two started on, but my plans for it have brought me somewhere special. _

_Before that however, let me announce that there won't be an update this Sunday or Monday. The next chapter (and season one finale!!!) of Ben 10: The Rewrite will be published September 8th, 2019. _

_That's the bad news, now for the good news. My plans have brought me to a stage that requires some OC characters. Originally I was gonna use my own and call it a day. But then I figured, if I got some reader involvement going I could be extra lazy about it! _

_Yes that's right I'm asking you to submit some OC's. I need three. They need to be aliens, and of those aliens I'd like for them to be of the variety that Ben transforms into. Any alien except for blitzwolfer is up for grabs in the OC creation. You'll be credited in the **A/N **of the chapter they appear in, of course. If no one suggest one between now. And the posting of the season finale. I'll just make em' myself, but I'd much rather get some fanninvolvement going. _

_Okay! So this weeks recommended story is..._**Second Wind by The Lost Samurai**_, It's a comedy/adventure story based in the one piece world, his story has time travel in it if your into that, I say give it a read. _

_I believe that's all I wanted to say. Should anything else come to mind I'll update the A/N or something to add it, but if not, then have a wonderful rest of your week, and if you live on the east coast or the caribean isles then good luck with Dorian. _

**June 19th, 2005: 04:56**

Early, or late depending on your view of the time scale, in the morning with only the hint of sunlight rising over the horizon. A day, one of calm and bliss, and simple joy that anyone willing to spend a moment could see the true beauty in...until...

Not far from where the mobile command base, i.e. the Rust Bucket, was parked the loud roar of a v12 engine at or near full blast waking the barely slumbering brunette aboard. His eyes peeled open just in time to see Kevin and Mandy gawk at the sight of the red sports cars racing by their parking spot in the mostly empty Megamart lot. It took a whole twelve seconds after the fact to hear the whine of police sirens.

With a groan, the young boy threw himself out of bed and exited the mobile home, looking enviously of the black haired boy, his genius girlfriend, and even his magic wielding cousin, who had all called not it to stopping this latest act of villainy in their sights. His grumbling became a hiss as his body tone became blue as he grew and thinned out. His tail lashing behind him as the small black orbs under his feet began to build up the kinetic stream. Before Mandy could question him in his choice of alien he was out of the parking lot and racing through the mostly empty street. A blue blur shot past all the officers, who were currently speeding, and in a matter of seconds he pulled up alongside the red hot rod, reaching in and hauling the steering wheel toward him, the sudden cut sent the car flipping as it failed to stop, the compressed aluminum body crumpled like tin foil as it rolled down the deserted street. The officers hit the brakes hard, pulling up to find a blue dinosaur like thing, some vaguely notice its resemblance to the similar being, playing hero across the U.S at the time. The kineceleran released his captured foe and dropped the bags of money a dozen feet away from the robber. His golden eyes staring over the crowd of somewhat scared officers, his black lips pulled into a thin line and he chuckled as he let his face plate fall and he sped off.

He returned to the Rust bucket just in time as Mandy and Kevin had stepped out and were staring at the rising plume of smoke, likely the car he had sent flipping collided with something and a small explosion ensued.

"Aren't you gonna go help out out the fire?" Mandy asked as XLR8 moved to revert back into Ben, only for the kineceleran to let his shoulders drop and speed off.

Fortunately the kinetic stream he'd built up got him to the rising smoke just as the firefighters were preparing to start spraying the place down. The world was already moving at one fourth the speed it should have been, but the sudden rise of blue around him dropped that further down to around one-sixteenth. When he pulled the burning door open the sudden increase on the stationary mass snapped the hinges and sent the wooden board flying out into the street.

The blue and black alien quickly found the first group of trapped survivors, a mother and her some year old daughter. He picked up the daughter first and placed her by the first firefighter he saw, then he placed her mother at her side. This process then repeated four or five more times. On the sixth venture in, the firefighters were finally starting to perceive what was being done, if very slowly.

The seventh and eighth rescues included tapping out the flames that cling to the bodies of an elderly man and his granddaughter, they'd have some minor burns but they'd live. It was starting to get hot.

He removed family nine and ten with little issue, tenant eleven was already dead, having seemingly been the cause of the fire, seeming to have died from smoke inhalation after his cigarette fell from the ashtray and turned the rooms shag carpeting into a bonfire.

With one last sweep he exited the burning building and nearly stumbled as he let his perception return to standard. It was always a surreal experience, going from one to one viewing to one to thirty-two or something to that extent.

"W-what?!" One of the firefighters screamed, apparently having a five foot six inch tall dinosaur like alien in your face when perception was back to normal wasn't the most pleasant of wake up calls.

"Your welcome." XLR8 hissed out and sped off.

**June 19th, 2005: 10:00**

Mandy huffed one last time as she turned the dial...and nothing happened. She wasn't sure what she could possibly have been doing wrong?! She read the damn notes and had a fair idea of how to maneuver the dial and if she really had a chance to study the thing she could probably build a better one given the right resources and time.

Her muscles all froze and stiffened as a thumb and index finger grabbed her chin in a soft pinch. Her head gently pulled to face that of the green eyed brunette whose hand was currently in her own. His lazy smile and carefree eyes that made her want to punch him for being so calm while she was racking her brain to figure this out.

"You should relax. You've already unlocked like two or three functions. Maybe take a break?" He ventures and she very nearly growled at the idea. Breaks were the dissolvents that ruined the glue that was dedication, she would not be so easily swayed toward giving up. She was the first human to have access to alien technology, as far as she knew. And she would solve this no matter what!

So she pulled her head free and turned back to the watch, and stopped. She hadn't realized the way she had untwined her fingers with his. She hadn't realized they'd been holding hands for this long. She hadn't realized that this had started off as him just wanting to sit with her and hold her hand...she hadn't realized their hands were together like the man would do…

"I need some air." She said shoving him away after releasing his hand, and as she left the table she swore she saw the knowing frown that formed on his face. But what did he know.

The dark skinned Australian-American walked out and simply took a large gulp of air. She hated city air. The clustered and clustered architecture, the noise pollution, the way you could never see the stars in the night sky…

Her brooding was cut short however as a sudden screech of steel drew her attention, a construction site not far from their parking spot moaned as one of the supporting girders began sliding, she could the diagonal cut from here.

The red steel beam finally slid off and began falling, with it the hooded half of the building began to lean, screams erupted and people began to cry and run as the whine of metal grew louder, crew members hurrying to escape.

She barely had a second to contemplate calling for Ben when Kevin rushes pass her, his hands crackling with white static, and as she turned Gwen had just slid on her mask and was sporting her necklace that held three of the charms of Bezel, apparently she didn't have the 'magical' capacity to wield them all at once just yet.

The pair of them were slow to arrive as already a good amount of the building was leaning and rearing to fall, the black haired boy sporting blue goggles used his ability to sponge energy and expunge it to create a magnetic field and keep the metal from coming down for a moment. The magic wielding lucky girl then used one of the charms to fly high into the air and the other to create a small tornado to hold up another part of the building. But they both appeared to be struggling to hold up the building skeleton, she turned and saw Ben simply staring at the struggling hero duo with a look of…

She paused, she had never seen this look on his face, the cross between hesitance and hatred. She licked her lips before her turned to look at her, his countenance instantly shifting to happier light hearted one as he showed her the watch on his wrist.

"You should have stuck around for a minute more, you were really close." He said before without ever touching he changed, transformed into the speed hero XLR8. Her eyes widened at the implication.

Before she can question him however he's gone.

The blue blitz came rushing by, picking up any remaining individuals who'd been trapped or any other such thing before hurrying them away, placing them at a safe distance before he returned and extracted Kevin, Gwen was a tad too high up for him to bother with right now since she could fly anyway, regardless he rushed father back and in an instant flash that did not require him using his hands to hit the omnitrix face his body changed and he was now the six foot tall diamond hard hero Diamond Head!

His hands came down upon the ground and large pillars of diamond cane rushing upward, stabbing the leaning building and forcing it back into an upright structure, another flash of green had him becoming the flame welding pyrokinetic alien Heatblast, his face set in a confident smirk as he extended a single arm up and sent a precise stream of flames out, not quite white hot but good enough to suffice. As it hit the metal and near instantly welded broken parts together. He then returned to Diamondhead and absorbed the diamond scaffolding he'd made.

Turning he found a crowd of onlookers gaping, a handful of them sporting flip phones with camera, likely recording events to post to their blogs or show to news outlets later.

"Alright! Someone give me a rundown, what's happening here?!" His voice bellowed out, sounding oddly like it was being carried in the ring of crystal wind chimes.

One of the construction workers, bravest one here it seemed, stepped forward and cleared his throat.

"Uh, hi there Diamond guy, my names Bob. We were part of the city commissioned construction group working to redevelop rundown parts of the city under part of the reforms brought in by Councilwoman Liang."

Diamondhead blinked at that. This suddenly felt very disconnected.

"I meant what happened to have a building come down on your head…"

"Umm...it's..kind of crazy…" Bob says rubbing at the back of his head, noticing the wide eyes he's getting from Diamondhead.

"I'm a Six and a half foot tall man of living rock. Try me."

Bob chuckled and swallowed the lump in his throat, "umm, these weird looking was sudden surrounded one of my guys and they took his torch and started burning through the support beam…"

Diamondhead crossed his arms and looked back toward the building. This...didn't sound familiar to him. Was this something that happened later in the original timeline after Vilgax took over earth? Or was this a wholly new situation arising from his changes and what not?

Grumbling to himself to try and figure that one out later he looked down at Bob, "Can you tell me which way the mass of hornets went? And if there's anyone who looked to be commanding them?"

Bob thought in that for a second…

"Sorry but...I don't have any clue as to either...but umm. Earlier today when we were trying to tear down a building at a different sight, one of my boys said that a bunch of bugs abducted some workers and kept them from getting to their machines to tear the place down."

With a groan and another flash of green Diamondhead became the quadruped insectoid alien Stinkfly, his large wings buzzing aloud before he ascended and took to the high skies. Gwen, Lucky Girl to the public, hot on his tail.

The two well above all of the people below began scouring the city for suspicious looking building that looked to be housing bugs that were being controlled through some sort of hive ability.

"Hey dweeb! Since when can you change so fast?"

Stinkfly only moved one eye stock to look at the girl, they'd just been told about mind control bugs capable of doing whatever whims this madman possessed and she was focusing on his possession of the master control?

"Me and Mandy unlocked the master control."

"Master what?"

"It's a function the watch has. Like the previous one that let me change by hitting the watch face, Manual Change, but it has its issues and can sometimes turn you into the wrong alien. Master Control is the best thought."

Stinkfly explained returning his full attention to finding the building holding their target.

Suddenly the insect like extra terrestrial began to rise and fall erratically as his hands came to grab at his head. His mouth open to let out a pained moan. Suddenly he became enveloped in a flash of green light that changed him from the lepidopterran to a Galvanic Mechamorph. The mass of living nanoscopic machinery quickly feel from the sky before it stretched itself thin as a sheet and opened its body wide like a parachute. Another flash came and the living machine was replaced by an undead, of sorts, as Ghostfreak found a nice flat and abandoned building rooftop to land on. Lucky girl not far behind him.

"Hey Stink-for-brains what happened back there?" She asked, only slightly worried about the doofus.

The ghost like apparition turned its single violet eye to her and leaned in close. His raspy voice echoing as he explained to her as calmly as he could even though he was internally seething.

"Whatever this bug-boy does to command the swarm can affect alien bugs almost as well as earth ones it seems."

Gwen paled at the idea of having a mind controlled Stinkfly coming at her, she was getting better with magic, if only barely, and Kevin could do real damage with his static, but she still loathed to find out what Ben could do to them considering how easily he could wipe the floor with the more aggressive of pursuers.

Ghostfreak took her silence as his go ahead to continue talking, "fortunately, while his signal was messing with my, rather with Stinkfly's grey matter I was able to reverse course and find his little spot. I'm going to go scout the area, you find Kevin and come meet up with me at the corner of the street over there."

To make sure she understood and knew the meeting spot he very clearly pointed to the street corner he was planning on using.

Lucky Girl seemed a little remorse at being sent in fetching duty, even more so if it meant leaving her doofus cousin alone to fight a bad guy they had no idea of his power level. But she conceded, noting that having a bug zapper like Kevin around would be great. With a stiff nod Lucky Girl tan over to the edge of the roof and flipped off before flying back toward where the Rust Bucket would be parked.

Turning his attention back to the building Ghostfreak Wilkes himself intangible and invisible before floating over, the building was slated to be demolished, meaning it was abandoned, so if the only occupant was messed up in the head bad guy...then no one should care if he went Heatblast and roasted the place.

His ethereal body moved from ceiling to floor as he gave the multiple levels of the complex a quick run-through, and he couldn't help but chuckle at the immense amount of insects within, and poor little buggers would get roasted alongside their 'master'.

The ghostly alien floated through another floor and found a disturbing, to others, sight. Councilwoman Liang entangled on a large web with several black widows crawling over her skin, the filthy looking man in the other corner of the room mumbling something to himself.

His violet eye took in every visible detail of the woman and as much as he'd like to go over and turn this guys brain to mush, these spiders seemed just about ready to bite down on Liang. So instead he'd have to come at this from a different angle…

June 19th, 2005: 10:34

The Rust Bucket parked on the other side of the street, across from them the abandoned building holding there bug problem. Sitting on the sidewalk with a bored look on his face was the heroic ten year old with the power of a multitude of alien races at his disposal.

Gwen exited first, Mandy a close second, with Kevin and Max taking up the rear.

The four of them quickly making their way over to the boy. His calm eyes finding the group's attention as he rose to his full, shorter than everyone else, stature.

"Ben, what're you doing? Where's Councilwoman Liang?" Max asked looking at the building.

"Liang is fine, if a bit tied up," it didn't help his image that he chuckled at his own pun, "tough crowd. Anyway, you and Mandy should stay out here to take her into the RV and split we'll meet up at the construction site where this started afterward. Me and Kevin are on bug zapping duty. Gwen, you stay outside to guard Max and Mandy, once we're out. Light the place."

He said before being enveloped in a green flash and having his already diminutive height become nearly pitiful as he shrunk to an adorable three feet, his body a mix of black and white, with green electricity coming off his head.

Buzzshock gave Kevin a quick look for confirmation before turning into green electricity and finding the nearest wire that flowed into the building.

The black haired boy smirked at the group behind him before finding a leftover steamroller and draining its charge, the static dancing across his finger avidly as he rushed forward with each of his senses stimulated to a new degree of human capability.

Back atop the building Buzzshock felt his body condense before he released and shot down like a spring, tearing floor boards apart and charging the wood as he sent waves of static brimming outwardly and consuming the insects around him. His body stopping on a certain floor where he sent a paralytic wave of electricity over everything and one. Although many of the smaller, less harmful insects caught in the paralytic wave simple keeled over while the humans clenched their teeth and tensed their muscles as their own brain's electrical signals were thrown way off. Buzzshock permitted himself a wild sounding laugh before changing his form to XLR8 and running up and skewering the many widows around and on Liang. His arms moving around to pick her up, princess, or more commonly referred to as bridal style, before leaving the building, as he left he took note of how happy Kevin seemed to be flaunting his power.

He quickly reached the sidewalk and placed her down, then quickly rushed back in and grabbed Kevin, with the two of them now out he looked for Gwen and gave a signal. Though they hadn't planned one out beforehand so he couldn't really be discreet.

"Alright! Torch the place!"

In a flash of green his body changed from the speedy kineceleran to the gooey form of a Limax his pale yellow and mucus textured hand pressed against Liang's head her eyes trembled for a moment before her ones grew week and she fell forward. Into the arms of a woman of Chinese descent. In fact if one hadn't seen that it was Liang fall forward just now, they could very easily be fooled to believe that the new woman was Liang.

Max and Mandy rushes out and Max took Liang from 'Liangs' arms.

"I hope you know what your doing." Max said as Limax Ben removed the suit jacket Liang was wearing, the imitation of the same jacket in Limax Ben shoulders vanished as he slipped in the new one.

"I'm pretty good at winging it. Get her out of here before Bug Boy sees her and makes the assumption that one of us is a fake. Kevin, head with them just in case she's been bugged."

The black haired boy frowned but nodded regardless.

Turning back Limax Ben, he'd begun thinking of a fun name for this one. Instantly he recalled the time Mandy tried to teach him Japanese. As annoying as learning three alphabets was, he recalled a particular word that he thought filled this transformation well. Henge saw that Gwen had unleashed a few small fireballs and in fact the old building caught fire like a tinderbox. A loud crash came from the second floor, and the deep brown eyes of Henge saw the myriad of wasps and other insects come flying and crawling out to escape the blaze. The vortex of bugs came down and released the angry and upset Clancy his eyes fixed in the burning parts of his home.

The pale skinned man, almost green in the bright sunlight, looked distraught at the image of his childhood home burning away, the precious memories of running into his grandfather's room and reading all the entomology books the older man possessed was a fantastic way to spend time, getting his first ant-farm, finding that nest of roaches, collecting spiders, helping beetles, taking care of his grandfather after his own father ran out in them, taking over the building for a few years, everything coming to head in the recent day. Having it all be set ablaze. He screamed in horror, it was a ghoulish nightmare that he was being forced to view.

The man cringed as a rotten piece of charred wood slapped against his back, his gaze moved to the Asian woman standing a ways away from him, her jacket slung over her shoulder as a sickeningly confident smirk graced her lips.

"Sorry, but I'll have to ask you vacate the premises immediately so we can commence reconstruction."

His growl was deep and his eyes burned with fury as he threw his arms up with a scream and swarm erupted from around him. The mess of insects taking to the air and land and moving quickly to get at Liang.

The woman wound her jacket into a ball before throwing it into the mass of the insects, the swarm instantly overtook the piece of fabric, it's bright navy blue vanished in seconds and the swarm cane upon the woman, her smirk only grew as she dove out of the way and toward the exit, she was faster than he recalled.

The wasp moved to overtake her, but she leaped high into the air, through them even, and down on the other end. Her glare froze them before ran down the street, his mind sent a flurry with anger as he commanded them to catch her, consume her, end her, erase her!

Liang ran, her body swift, every muscle and flex of flesh seamlessly propelling her forward at intense speeds until she rounded a street corner and ran down into a skate park, most of the teenage boys looked at her in confusion before gasping and running themselves as the swarm approached.

Clancy stepped out of the small bubble created by his friends, his gaze fell on the now cornered woman, but she still held that infernal smirk, he grew angrier.

'Where has her fear gone!?' He thought bitterly as he spat at her and with a. Wave commanded his friends to finally tear her to pieces.

The swarm rose into the air, a mass of varying insects ready to lay waste to. A human body, but just as they moved to come down a flash of green shone and in place of the woman was now a burning man, with a body like red hot coals and a flaming head. His eyes seemed to flint with joy as he rose both hands in the air and exclaimed.

The world was fire. Literally. A wash of red hot cane over everything and Clancy barely made it back before he too was consumed in the inferno. He felt so many of his friends simply go to sleep, like his grandfather, his eyes twitched at the pleased look on the fire man's face. He only grew more bitter as the flaming person began to mocking speak to him in a deep voice.

"Fighting against an alien superhero? Very ill advised pal. Side effects of such an act can include but are not limited to… jail time,headache, concussion, loss of limb function, internal bleeding, ruptured organs, broken bones, immense and sporadic bouts of pain, and possibly death. If any of these symptoms appear please, lay down and die!"

Clancy rose a brow at the eagerness at which he chose the death penalty, weren't hero's paragons of good and justice, wasn't killing the bad guy supposed to be taboo? Of course he said none of this, instead rearing up another wave of bugs.

The now homeless man barely set up a link in a burning hot fist slammed against the under portion of his jaw. He landed on his rear and stared up in fear as a raging inferno stared down at him. Words suddenly spilled from the scared Clancy's maw too eagerly.

"W-wait! You said you were a hero! Aren't you supposed to arrest me? Help me reform?!"

The Pyronite tilted his head at the question before clutching his stomach and chuckling. Despite his appearance he suddenly became cold, the air chilling as he spoke again.

"I hate needless death...but someone so ready to kill doesn't deserve to reform!"

Clancy closed his eyes tightly as the alien raised his arm up and it burst into raging flames, the man prepared to meet his end. But he heard an explosion and opened his eyes to find a small girl standing in front of him, a sash around her torso with three decorated rocks emblazoned on it.

"He gave up! What were you about to do there doofus?!"

The flaming alien rose to his feet and looked at her, he seemed hesitant, but also distant. The body of fire was consumed in a green flash as there now stood a ghost like apparition, a horrifying violet eye glaring at them.

"Don't you get it? This isn't some game! It's not a cartoon, or some story book! Bad guys don't change, they don't drop their demented ways, they never stop hurting others! If I don't stop the problem now, how many countless deaths will be on my hands because I let this sleazebag live?"

Clancy looked at the red haired girl as she clenched her fist, "What's your major malfunction doofus?! You don't get to be judge, jury, and executionioner!"

The ghostly figure chuckled.

"You don't get it! I have the omnitrix! I have a power! A means of helping! And who am I helping by letting these specs of dirt live! I'm finally free again! I lost the right to stand by and be idle! And this time I won't make the same mistakes!"

Gwen raised a brow at that, what did the dweeb king mean by this time? What was an omnitrix? Did he mean the watch? Was it changing him somehow?

"I won't let you do something you'll regret later! I couldn't help Tetrax! I couldn't stop you from going too far before, but now I have the charms! I can't hold you back!" She definitely called before the ghost was consumed by a green flash and in his place a kineceleran stood, and then it vanished in a blue blur.

Gwen flinched as the claws of the speed based alien grips her shoulder, his face plate hissing as it rose, his hissing voice whispering in her ear.

"No. You can't."

And before she knew any better she was blinking in fear and confusion as Grandpa Max, Kevin, and Mandy all looked at her, Liang was still blissfully asleep. She quickly turned only to see a thundering strike of green lightning rise into the air, the glass around them crack and everyone felt the chill wash over them as their hair stood on end. It was only now that she realized she was holding a crumpled not in her hand.

She unfurled it and choked up as she read the scribbled words.

'I can finally be the hero this planet needs. I won't drag you, Kevin, or anyone else deeper into this than I already have. For your own good. Stay out of my way.'

She crumpled to her knees. Just what was happening?! What did that stupid watch do? What had come over Ben? And why couldn't she get a grip already?!

Max quickly got over to her and took the note, his eyes quickly gleaming all the needed info before he growled, crumbling the paper in his hand before pulling everyone aboard the RV, he couldn't afford secrecy right now. He had to stop this before it got any worse. He could only really blame himself for not trying to be there for Ben, but after finding out what had happened. He couldn't help but feel distant from the boy.

The dashboard of the mobile home flipped over to reveal sonar like devices and several small screens and a keyboard or two, several bottoms interlaced the design and circuitry pattern came over the whole front of the vehicle. After flipping a switch, he found a sole green dot moving quickly, sporadically, he cursed to himself, realizing he would need to wait for the boy to stop for a rest and not be a kineceleran go be able to track him. Until then he'd be chasing ghost coordinates. He'd always be several steps behind. His anger grew to a head as he raised a fist and brought it down on the steering wheel. He levered not confronting this sooner. Talking about it.

He paused as a hand came down on his shoulder, he turned to see Gwen at his side, Mandy and Kevin not too far behind.

"Grandpa...what's happening to Ben?"


	13. Secrets Between Us

**Chapter 13: Secrets Between Us**

**(Alternate title: A not so Secret Battle)**

**A/N: **_Hey all! A bit of a late upload, funnily enough I almost forgot to post this little chapter! XD _

_As many of you know from my repeated tellings in barious authors notes. This will be the season one finale. So I just want to say... that I hope__ you've enjoyed the ride up to this point and I hope that when Ben 10: The Rewrite returns in two weeks that season two will continue to entertain. _

_(Chapter fourteen release date: **September, 29th, 2019**) _

_Now for this weeks recommended story..._**Dragon Ball Z: The Catalyst by Drakthul. **_Amazing story. _

_Alright...one mor thing before I turn you loose, in this chapter we have two flash backs (to Ben's original timeline/universe) and in one of them something happens. Keep in mind they occur while Ben is dreaming. _

_I want to say so many things here. It means a lot to me have people read my work, and I wanna give a quick Humongusuar Thank You to all my reviewers/readers. Especially you guys that got involved and told me what gave you issues and what not. So, thanks to..._

**Omnisaurus**

**Avenger2003**

**Thirteenth Doctor, **_who has gone through two name changes since the posting of this fic, I wonder how many more we'll see XD_

**DarkPugLord23**

**Davidscrazy234**

**Demon dark mezzo sangue **

_Thanks guys for leaving a review. _

_Now! Onto the show!_

**Previously on Ben 10: The Rewrite...**

_The dashboard of the mobile home flipped over to reveal sonar like devices and several small screens and a keyboard or two, several bottoms interlaced the design and circuitry pattern came over the whole front of the vehicle. After flipping a switch, he found a sole green dot moving quickly, too quickly, too sporadically, he cursed to himself, realizing he would need to wait for the boy to stop for a rest and not be a kineceleran to be able to track him. Until then he'd be chasing ghost coordinates. He'd always be several steps behind. His anger grew to a head as he raised a fist and brought it down on the steering wheel. He levered not confronting this sooner. Talking about it. _

_He paused as a hand came down on his shoulder, he turned to see Gwen at his side, Mandy and Kevin not too far behind. _

_"Grandpa...what's happening to Ben?_

**Now on Ben 10: The Rewrite**

**June 19th, 2005: 11:26**

Max licked his lips as he slowly brought all his thoughts together. He couldn't afford to be secretive, not right now. But how could he tell his precious granddaughter that her cousin...wasn't her cousin anymore?

"Grandpa? Grandpa please! If you know something you have to tell us!"

The older man looked back, quickly, glancing at the terminal on his dashboard. His face fell at the still static and frantic beeping. It was early in the day, and whatever was going on meant that 'Ben' no longer had to be human, but at some point he'd have to rest, no alien of his as far as he knew could go without sleep for a prolonged amount of time right? Even if it could, the human inside would feel unusual at such prolonged periods without rest. So he just had to play the waiting game…and hope he somehow had a way to stop someone with the abilities of about a dozen different extraterrestrial life forms. He sighed. Unsure if just what to say, when it clicked for him, it was time to stop with all the secrets.

"Darling...Ben...isn't Ben anymore…" he knew he himself didn't sound sure if the words, but he hoped she could understand.

"Bullshit!"

Everyone turned to look at the black haired boy, he seemed to seething at the prospect, the dark skinned girl beside him glowering at the mere implication. Before Max or Gwen could chastise Kevin for his language, the Australian-American girl stepped forward.

"There's no way. On what grounds is he 'not Ben anymore'!" Mandy demanded, her gaze fiery with deep and well contained rage.

Max gulped, he hadn't wanted to go into detail on this...but he was going to have to…

"Because he told me himself." He began and received many odd glances from the three kids, when he was sure that no one would interrupt he continued, "the same night he found us after bringing Kevin onboard, he convinced me to let him stay by telling me what happened to Ben."

Mandy looked over her shoulder to see Kevin looking wide eyed at the old man. How his place here had suddenly come to be because of some condition. Though the black haired boy said nothing aside from his glare intensifying as Max continued.

"He told me how on the night the omnitrix connected to Ben, one of the many on board artificial operating intelligence systems tried to connect a mental link, but failed. He told me how Ben was all but brain dead and how he had severed himself partially from the watches mainframe to take over brain functions, he had Bens memories and experiences but he was fundamentally different, he explained it to me so clearly, emotionlessly." Max summarized the short explanation that 'Ben' had given him that night not long ago.

Kevin didn't get the chance to cuss this time as a certain redhead beat him to it.

"Bullshit!"

Everyone gasped at Gwen as she swore at the explanation given. Kevin especially looking at the girl in a new light.

"That doesn't explain it all away! He's been different since day one of this stupid camping trip! You can't seriously tell me you hadn't noticed?!" She cried, pulling off her mask to wipe at the tear or two pouring from her eyes. He really hadn't, but he didn't get to say anything as Mandy stepped up next.

"And if your right about the watch shenanigans...he would have told me." She said, so very sure of the fact.

Gwen turned, seething at the remark, her eyes already turning red from the tears.

"Really?! What makes you so sure he would have told you anything!?"

Mandy didn't flinch at the outburst, the sound and criticisms and hate seeming to harmlessly washed over her as she steadied herself anew.

"From the first time we met. That look in his eyes, that hesitation that he had swimming in his emerald green eyes. I didn't really pick up on it until our second meeting at the lake. Whether he meant to or not, no matter how much he tried to fight it or ignore it or something else, he had put trust in me, he had faith in me from day one."

Gwen looked ready to stomp over and slap the girl, because who was she? Some stupid pretty blond who showed up and used her smarts to work her way into the life of a hero? Some dumb girl made her cousin smile a dopey smirk or grin every time their finger interlaced? She was no one!

The dark skinned girl reached into her back pocket of her jean shorts and showed off some folded sheets of paper, with bright highlighter marks bleeding through. Unfolding the processed wood she flashed the black and white print that had been emblazoned with bright neon greens, blues, and pinks, the face she spotted staying deadly serious.

"What's this? Your remedial homework?" Gwen spat out, venom dripping off the words as Mandy scoffed at the implication that she'd ever have to fret over such a thing.

"No. These are notes that Ben had regarding the omnitrix, and by the way Max, if he was an internal system operation program with some semblance of intelligence he wouldn't need an instruction manual to figure out his own device, making the story your working with null and void. But seeing as you didn't know that, and Gwen doesn't seem to have a clue what these are even regarding, it seems the only one he really trusted regarding the watch, the omnitrix, was myself...and partly Kevin."

The black haired boy rose a brow at that seemingly confused about how he had been 'trusted' in any of this. Mandy turned, already seeming to know the boys plight.

"He never fed you some dumb lie right? He may have omitted what really happened, but he was honest about things he knew, things he could do." She turned back to the stunned elder and young girl with red hair before sighing, "I don't know why he didn't trust you two with this. But whatever is going on...it's not him trying to cut ties, it's him buying time."

The three non-brainiacs on the mobile home shared a look, she rose a brow. She could understand Kevin not getting it, but his own cousin and grandfather? Just how close was this family in actuality? Did these two really understand the boy at all?

"He did it multiple times in my dealings with him until recently. That aside, let's think about something else, if he really was trying to remove us from his life, why would he decide to begin courting me? Why would he bring Kevin on board to RV and suggest hero tactics? Why would he give Gwen the Charms of Bezel and their science defying crap powers? But most importantly, why would he leave me with these notes? This isn't someone trying to leave the lives of those around him, it's some dumb oddly mature kid trying to play hero."

She sucked in a breath, that whine explanation had really taken it out of her. She breathed easily before smirking, now all they had to do was find said dumb oddly mature hero kid and smack some sense into him.

**August 2nd, 2015: 18:46 **

Ben ripped off the helmet and threw it against the shuttle floors as he slammed his head against the reinforced hull, the thud and echoing clank and sudden pain doing nothing to distract him from what had just happened. From the next thing he had failed to prevent.

His face was littered with bruises, his whole body hurt like hell, and the damn device strapped to his wrist was being uncooperative! He pushed off the wall and looked at the device, the usually green dial now a deep orange color. Burnt orange. Almost like a muted version of his cousin Gwen's hair. The thought stung, his jaw clenched as he turned and punched the hull again, the pain of his knuckles hitting metal and the skin bursting in contact meaning nothing as the images, as the recent memories flashed through his mind. He choked on the sudden desire to gasp for air as he stepped back and pressed his back again the far wall, his body sliding down it until he sat on the cold floor of this ramshackle ship. His knees close to his chest and his calloused hands holding his stinging face. His full green eyes peeled through his fingers as he examined the worn soles of his space boots. He licked his lips, recoiling very mildly as his tongue passed over his split lip, his eyelids feeling heavy and his body pulling him from side to side. Every feeling suddenly muted and distant as painstakingly went over every detail of what had just happened. Of how it had just happened.

How Gwen had convinced to follow some stupid lead. How he had been reckless enough to challenge one of the generals of Vilgax's army. How he had fooled himself into believing that he could actually stop this, or save them, or make things better.

He sighed as his thumb trailed the scar going over his cheek that started around his temple and moved to the center of his chest. The prickly hairs of his beard keeping him from feeling the gnarled flesh against his thumb proper. He could hear other moving around the ship, likely they had gotten far enough away from the planetoid to breathe easy for a minute. Good for them.

He had to wonder though.

"Just...when am I going to stop failing...?" He asked no one through a soft chuckle. His body screaming in defiance as he rose to his feet and moved to find the pilot. They had places to be after all...besides, there would be time for Gwen's funeral after he tore off Vilgax head…

**June 19th, 2005: 19:01**

His eye lids pushed apart. He was staring straight up at the concrete of an overpass. He had only sat down, just for a minute, only ever a few minutes. He hadn't thought he'd be getting nightmares like these. Though he also supposed they weren't well and true nightmares. Memories. A past left behind. Things left behind, people, places, a messed up galaxy, or had he?

Just what happened that made all of this come to be? Did he get sent back in time? Did he create a new universe? And if he did create a new one, what happened to the old one? What was really going on? Did he underestimate the power of a self destruct option put in place by Azimuth of all people?

He shook away those thoughts, traitorous, distracting, scary, very truly scary, and pointed thoughts. He didn't have time. He had to have as many options as possible. He had to be sure of what he was doing. He needed certain forms. The original ten plus Bigchill and Buzzshock weren't going to cut it against Vilgax and whatever came with that. He'd need something more, and despite his need to make waves and create a divide between himself and the rest...he wasn't entirely sure how he would go about unlocking the omnitrix without Mandy...considering he'd done it the first on accident and any advances past that were done by said girl. His hand dragged across his face and longed in his cheek. It still felt strange to not have the save there anymore. The permanent reminder of the first of many failures suddenly not so permanent. He groaned. He'd been so hyper focused, so aware of himself, that he had completely disregarded himself. It was that mistake that was kicking him now. He had failed to deal with these problems before they rose up to bite him, and now he was on a very tight time-table trying to be as mentally prepared as possible for dealing with what was to come as anyone could be...but those damned thoughts kept coming back.

"You couldn't stop him the first time."

"He crippled you so easily then."

"You barely put up any fight at all…"

"Did all those people really deserve to die just so you could run? Where did it get them? Will you ever get around to avenging them."

Avenging.

Avenging.

AVENGING.

**AVENGING!**

He growled, slamming his fist down on the concrete. His flesh tingling as the shock vanished and the numb pain came on. He couldn't stop thinking about it. About them. About the lives, the towns, the cities, the planets, the fucking cosmos! All of it! Like every single voice was calling out to him and like some tired salary man he just wanted to turn over and forget about to. Stop seeing them crying, burning, dying. Stop it. Stop them. Stop it all!

His body was consumed by green as he removed his hands from his head with a growl, his gray body squirming for a minute as it all quieted down. A few blissful seconds of nothing. His wisp like tail swaying behind him as he floated high up and through the bridge, higher still until he reached the pillars holding up the lights by the bridge, his form relaxing in them until he changed back into...no, not back, he realized raising his dark black hand. He had become something else. The idea was disconcerting. But it didn't matter either. He had no need for...him at the moment. He just needed to be ready. His wide eyes looked up the red and purple sky. The sun was almost finished setting, the dark blue and blacks taking over, if nothing else...he'd have some very pretty stars to fight beneath.

**June 19th, 2005: 19:45 _Outer Space_**

The glass hissed, what was a seamless orange tinted cylinder split and a cloud of cool mist came out. A large pale green foot stepped out. Another followed...but it was metallic. Dark silver and matte black. The body of the figure was large. Easily twelve feet. One of his arms was bullied than the other. Exposed muscle rippling out and intertwined with a biomechanical mesh. The other arm matched the leg in its purely mechanical design. Part of the lower torso was also covered by the mesh, but you could see through the mesh stitching hints if silver on black. The chest was mostly intact, and his face was simply obscured by a mask like device only covering his black lips. The twelve dangling tentacles he had draped over his chest were...burned. Marked as a sign of the damaged that had been received but otherwise alright. His pale red eyes narrowed for a moment before he looked down to see an average foot soldier with the white band symbolizing 'medic' aboard his ship happily looking up at him.

With a cough to warm up his vocals Bilgax felt the tingling of his innards writhe as use was instigated by his own electrical signals and not those of the life support system. It was so very cathartic to breath through one's own nostrils again.

"Prepare me a vessel...it is time I finish what we started."

**June 20th, 00:01**

Orange fur bristled as the ape-like dog beast ran through the streets, it's nostrils flaring as the scent of cheap cologne seemed to waft impeccably through the air, it was almost hypnotizing. But then the orange beast found the source. A small underground arena, the cheap cologne now covered up by copious amounts of sweat, blood, new and old, and anti-swelling jelly. The crowd quieted down for a moment as they saw what had just busted down their doors, the two fighters in the steel cage stopping their show to gawk at the orange mutt. In a flash of green stood the kineceleran before anyone could reach for their on hand weapons, varying between guns and knives, a blue blur raced around the room and knocked everyone in their asses. When he returned to the doors he entered through the only noise within being loud groaning from those he'd hit hard enough to immobilize but not hard enough to knock out. Small mercies and what not. Best to get them out of his system now.

Anyway, the blue alien proceeded to borrow one if the underground fighting arenas phones and contacted local authorities, the operator on the other end seemed put off when a hissing voice told her about the fit pit, XLR8 only stuck around long enough for the officers to show up and left the clean. Up to them.

The blue alien raced to the outskirts of town and further still. The field outside of town belonged to an old married couple. If the barn and fenced in ranch was any indication. Speeding in, stealthily enough to not alert any animals, and gathering some hay was quick and easy, as he changed from an average height kineceleran to abnormally tall tetramand, he all too happily laid down, sleep already beckoning to him again, only a few short hours from his previous nap.

**August 1st, 2015: 22:45**

Ben looked up from his hands. His reflection in the shiny metal hull of the ship catching him off guard. His vibrant green orbs looking at the face staring back at him like the one of a stranger. The scar running down the side of his face, the beard he was growing, the shaggy mop of hair he was sporting. The black compression shirt he was wearing.

"Take it easy. You might scare it off." A voice said from behind him, no reflection appeared on the metal however, rather it did but no refined image was viewable. He turned to see her there.

Her orange hair, slightly tanned skin, blue and black bodysuit and sash with the charms on it. Her smile was wider today than it had been at any point in the last four months.

"Thank you." She suddenly said, catching him off guard. Inside he knew why. He knew why, and now he wished he'd never agreed. But he did.

"For what?" He said. Pushing on one as he rose to his feet, all too happy for the distraction.

She playfully nudged his shoulder and motioned for him to walk with her. The ship they were in now was a Goliath class one, ironically named Cruising David, after the lead engineer that had put er' together, it was big enough to walk around in for day and then a little more if you overlapped.

"They really look up to you." She began, she always started like this. Lately it seemed like she was trying to remind someone. But it couldn't have been him, he already knew, he knew for a fact. Those seeming glowing eyes, the held breathes, the applause, he was their hero, their savior...so what was he doing?

"Hmm? You mean the plumbers?" He asked, he always asked. It was habit.

"Yeah, them too, and so many more. You've...done really well keeping people's will's alive…"

He nodded along, it wasn't until after that he realized he was keeping their spirit, memory, alive, but they were well and truly dead.

"Suppose so...hey, I know I said I trust you...but?"

"My informant wouldn't trick me. I'm too valuable to risk in some false lead." She argued, practiced at this point, it was the same thing she'd said to the council, the soldiers, the town, and to him a few days back when she first partitioned for the expedition out here.

He sighed, pinching the bridge of his nose, he didn't want to hear her cookie cutter answer, he needed more information now. Especially now.

"Can you tell me what we might be getting into at least?"

She hummed to herself, "The holding facility is small, I don't expect a lot of opposition. But considering who it is their holding...it's probably a very generalized facility."

He stopped, that sounded...better he supposed. At least he now knew of something that could be there, even if in truth he was way off base. They both were. He looked down the hall, the rooms here weren't the same as the ones back on the mother station, they felt cramped and cold and lonely. But...everything felt that way after she left.

He kept saying she left. Like she chose it, and to be fair she did, but was it really a choice? It seemed like an ultimatum.

Ben looked at Gwen. His lips tugging at him, his mouth forming a smirk.

"I...I hope Kevin's alright." He said, thinking about their other recently lost friend kept his mind off of her. Kept the image of bruised her body out of his sights. Kept her blood covered skin from haunting him. Kept her…

Ben shuddered as he realized Gwen was talking, she stopped, noticing he wasn't paying attention. They shared a look until Ben just turned and left. He didn't want to talk. He didn't feel like putting up with Gwen right now. It's been four months since she lost Kevin to Vilgax's patrols, and she'd lost her cool right along with her boyfriend. But what was he supposed to do? Plumbers were spread thin keeping all allied and semi-neutral grounds clear. They couldn't drop that because the word of some porcupine-rat mentioned him being here. But that didn't stop him from vouching for her, demanding they take the risk. The force was a shallow, two hundred operatives.

He hoped she was right and that this place wasn't loaded with guys, or else they'd just signed up for a suicide mission.

He stopped at some point in the middle of the hall. There was no starting point, or end. He glanced over his shoulder, far behind him was the barely visible blue and orange if his cousin, he turned back, standing there was a child version of himself.

Their green eyes met and the older one swallowed.

"What do you want?"

"...go back. Spend it with her...it'll be the last time we see her breathing…"

The older version of Ben chuckled sadly. His frown growing as a tear of two or several ran down his face. His shoulder hitting the wall as he slumped and slid down it.

"Y'know I can't...this has already happened...I can't change it…"

"...I wish we could…"

**June 20th, 2005: 03:12**

Fourarms snapped awake as he rolled to the side, the buckshot tearing his beading apart and sending hay up into the air, his yellow eyes finding the farmer frantically moving to reload the single shot shotgun, bitterly he wondered if he hadn't woken up in time. His red fingers reached out as he glided forward, his grip crushing the barrel and ripping it out of the old man's grip before he pushed him down and tossed the primitive gun aside.

His walk out was slow. He felt off, it was like his gut was full of liquid lead suddenly.

He stopped. The bright lights of the RV flashing before him. The door swung open and Kevin rushed out, Gwen not far behind, they looked at him, and he could only have back.

"Y...yo...you idiots! What are you doing here?!" He shouted at the sight of them, Mandy and Max coming out of the RV now.

Gwen scowled at him, "What are we doing? Better question, what are YOU doing!?"

She growled. His plan was unraveling too quick. He didn't know how much time before Vilgax showed up, he hadn't unlocked anything new. Except for one before his nap. Or during his nap. The details eluded him.

"I'm trying to keep you guys out of the fallout! So get out of here before it's too late!"

He screamed back and he hoped they'd have enough time to escape before the fight started, whenever it started.

Mandy flashed him a hurt smile, Max looking oddly in the know, the tetramand only growled at the four of them before his attention moved skyward. A meteor seemed to be coming toward them, so without a thought he scooped them all up and began running, as just as the crimson ball slammed into the earth, four arms jumped away, back towards the city, Max cried out in shock along with the kids as their home was suddenly relieved into an aluminum pancake. The group soared through the air and everyone braced for the rough landing, the tetramand barely flinched as his arrival caused a crater to form in the street, he placed them down and glared at the group.

"Reckless! You irresponsible idiots! You have no idea what is going on and instead of leaving you simply walk right into the blast zone!" He chastised, he couldn't comprehend how they were being so stupid about this. How was he supposed to focus on stopping Vilgax if he had to worry about a bunch of squishy meat bag.

Four Arms paused as the thought came to him. Ignoring the fact that he couldn't focus regardless of who was present or absent at the moment, just when had he taken to thinking of the arguably most important people in his life as 'meat bags'?

His hands came up and dragged across his face, his body being enveloped in a green glow before now standing there was Heatblast, the Pyronite grumbling to himself. His flaming gaze looking over the group then himself as he grunts with annoyance. At them, at himself, and at the watch. At first he told himself not being Ben was for the best.

Stay alien, keep the signal live, Vilgax will come to you. But now...he couldn't change back. Couldn't find the right mindset. Half of him was split it seemed. He kept seeing himself as the one prior, the one that already failed and was of one sort. The watch couldn't age him up and turn him into that Ben. He was someone else now. And because of that...he couldn't change back. This would quickly become a problem if he wasn't careful. But...back burner for now, he had to prioritize.

"Alright look. Big bad alien warlord is coming after me. As great a group as you four are, I don't want to risk any of you."

The 'again' went unsaid but the undertone was picked up by a confused Max and a very intuitive and perceptive Mandy. This whole thing was risky, but they had just gone ahead and ruined parts three through seven of his plan, and cost them a mobile home outfitted with varying levels of plumber technology in it. Bitterly Heatblast grumbled at fact that there would be no salvaging that little nostalgia filled home.

"Alright. New plan. You four start evacuating citizens in as large a radius as you can. I'm gonna stop Vilgax."

Max let his eyes widened at that. He had an idea of who this was, but hearing it confirmed cemented some things for him…even if the one confirming it was his ten year old grandson.

Heatblast turned away and let the green glow come over him again. Becoming a certain blue speedster and leaving the group to follow his instructions. Which they would hopefully follow and not disregard completely.

The kineceleran barely got a handful of miles away from them before a large attack ball like sphere cane crashing through the building opposite of him. The crimson body of the death ball rolling painfully slowly in the speeding aliens perception, but this was what he wanted after all.

Narrowly running ahead of it as it speeds across the street and slams into another building, glass shattering and spilling down from the floors above, cries of panic and fear filled the night as the occupants are awoken. XLR8 can only glare through his face plate as the ball hisses and splits open, the thick mist that wafts out from the orb obscuring XLR8's vision, but it was never really up for debate as to whom was inside.

The massive arm reaches out and grabs hold of one side of the sphere, pulling with little effort to lift the rest of himself out. Instantly, crimson red eyes are on the body of the speedy alien. A respiration mask blocking any view one could get of the males lips. Doubtless that he was frowning however.

The blue and black faceplate of the kineceleran shoots up. Golden eyes look into red as the blue aliens own black lips pull into a smirk.

"Well! How honored I am to be graced by the presence of Vilgax the Tyrant!" Dramatically spouting the swords XLR8 even bows his head a few times.

A sound comparable to a scoff comes from the larger alien. The mask he sports doing nothing muffle the sound. XLR8 can only smirk as the tyrant takes in the surrounding cityscape. Breathing in the fresh air again for the first time in a few weeks was quite nice for the alien, even if his main objective was right there...it seemed a trivial matter. It'd be done before the sun rose in this pathetic mud ball. His crimson glare narrowed.

"If you know of me then it makes matters here simpler. I am not a man without reason. Swear fealty to me and my cause and I shall spare you. Deny this...and I shall destroy you."

XLR8 smiled. How could he not at the nostalgia the words gave him. How often was one able to count the number of times an intergalactic warlord repeated a phrase at them after all!

"Sorry to say, but it's because I know of you that I'd never swear fealty to you. How about we skip the rest of the pleasant chat and just start fighting." With that simple statement green blinded the Chimera Sui Generis for a second as he blinked away the darkness a red fist slammed into his face before lifting him off the ground and throwing him bodily a block or three down. The hard asphalt cracking impacts doing nothing to slow his movement as he reached a turn and slammed into the building, finally stopping his momentum. And Vilgax was furious. Ignoring the fact that whomever this wielder was, had managed to find out so much of the Omnitrix in such a short window of time. As he pulled himself free of the small shop, a red sedan crashed into him pushing him further in before a flaming red ball followed and ignited the vehicle and shop with the tyrant in it.

Heatblast entered a ready pose already knowing how durable the tyrant was and was unperturbed by the sight of the squid faced bastard pulling himself free of the fire. A small smirk crossed the Pyronite's mostly featureless face. Finally something that stayed the same no matter where or when you were.

**June 20th, 2005 03:23**

Mandy huffed as she rounded another corner, Max at her heels, they'd called local authorities and advised them to begin emergency evacuations, then they'd departed from Gwen and Kevin's side to find a place for the squishier less super powered individuals to bunker down as it were. Mandy froze however at the sight before her. A familiar RV housing her father, Mather, and kid brother parked not far away from the sounds of Ben's battle with whoever the hell Vilagx was. She scowled. She had already lined up her questions, and she would have answers be it the last thing she ever did.

She rose a brow at a certain sight however. He father exiting the RV una. Strange suit of blue-gray and black accents with an odd looking handgun holstered in his belt and a rifle slung over his shoulder, his face seemed sick and pale with worry until he caught sight of her, and then Max behind her.

"Mandy's?! Mandy what the hell are you doing!?"

She said nothing, already feeling his eyes roam over her. Her body tensing as a disgust filled shudder shakes her body. Without warning she steps back into Max who looks down curiously at her, but her actions are put aside as Vince rushes over and hands over a set of keys.

"Look it doesn't matter. Here take my RV and get Michelle, Randy and Mandy to Mount Rushmore. We can talk about whatever the hell is this after."

He moves to leave after handing off the keys but Max reaches out, grabbing his shoulder just in time.

"Stop! You know whatever you have on you right now won't be enough to even slow that monster down! Come with us to the base and we'll try and find a null void projector!" Max argues and Vince scowls and looks to mull it over before nodding and taking back the keys.

"Fine then let's go, do you need to pick someone up? What about those grandkids of yours?"

Max offered a shaky smile as they pile into the RV, "One of them is using the Omnitrix to fight Vilgax, the other one is with a friend of ours helping to protect civilians."

**June 20th, 2005: 03:30**

The massive fist of the tyrant goes right through the jelly like body of Slimax. Instantly the yellow-green body with an omnitrix symbol on the forehead instantly changed to mirror that of Vilgax. The massive tyrant wobbling at the knees at the sudden feeling of drowsiness coming over him. But shaking it off is trivial as he wraps a hand around his mirror selfs head and removed the logged fist before any retaliation is delivered, then in a rash act to make distance he flings the jelly like alien away and smirked to himself as it splats against another building.

The scattered remains quickly come together and a green glow flashes leaving a Galvanic Mechamorph in its place. The circular circuit pattern indicating it's sole eye flashing a bright green as green static crackled all over is body before the massive wave of energy cane flooding out, smashing into Vilgax with blunt force and immense heat, and the soft burn that barely did anything. The green skinned alien was lifted off its feet. Unable to hold off the blast as it's pushed him through three buildings.

The tyrant rumbled with the growing fury of a natural disaster as a blue blur rocketed up to him and leaped into the air before changing into a blue rock man that drop kicked into further through another building and into the street. As the tyrant grabbed at his head. A sudden dizziness coming over him that hadn't been present before, his attention turned to the aerial machine above him. Primitive in design. He easily spotted the camera wielding humans on it. Normally he'd let them have a look at the one who would bring death upon them. But he'd rather not have the distraction. His large hand locked around some debris which he effortlessly flung toward the news crew. Thought it never hit as a large insectoid flew into the line of sight and snatched the rock debris in mid air, spinning with it before throwing it back.

Effortlessly however the tyrant punched the weak material to dust. And screamed in fury as a foul smelling gunk collided with his face. Buts if the green goo landing in his eye, the acidic properties making his vision blurry. He'd have to take a quick trip back to the healing chamber after this one…

And the fact that whomever this omnitrix wielder was Gad brought him to such lengths was...beyond infuriating.

"Enough!" He called to the heavens as each of the large claws on his enlarged hand flowed a deep bright red, his body going from essentially stock still to a full sprint in less than a second. The large form stomping with earth shaking steps then became airborne and before any evasive maneuvers could be done a hand clamped tightly around Stinkfly's body and he two were forced back down to earth by gravity.

The Lepidopterran slamming back down first as was the intent of his adversary struggled in the grip until a burning red claw touched the yellow dial of his watch and his body changed. For the first time that night, he was back to just being a ten year old boy.

Even through muddled vision, Vilgax let his eyes widen a fraction of a millimeter.

"Y-you are just a child?" He seemed put off almost, and Ben understood instantly. While Vilgax might have been a horrible piece of trash to him, to his home planet...he was a savior. A prophecy come to light. He was the great one who saved their planet from slavery and the tyranny of others...and then he turned right around and did what he had hated from decades to other. The hypocrisy this bastard lived by sickened Ben deeper than his core.

"Ah yes, I forgot to bring that up while you were threatening my home world and myself with death. I suppose there aren't many other species willing to send their young out to fight for them?"

It was a dumb retort, possibly the dumbest he could have offered, as horrid as it was...using the younglings was a great psychological attack. The chubbier and more innocent faces remaining with enemy troops for longer.

But while Ben may look innocent. He wasn't. He couldn't claim to be anymore. He had given that up so long ago now. He gave it up instead for results.

Vilgax growled down and lifted Ben up, his entire torso fit perfectly into the larger hand he had.

"You are nothing but an insect to me 'boy' you will do well to remember your place at the very bottom of my heel."

Ben laughed, his small hands doing nothing beat the flesh of the tyrants cybernetically enhanced arm. But as the two shared a look, a stray thought cake over Ben, and instant regret. All of this suddenly seemed fruitless.

Green enveloped the boy and the nanite body of Upgrade oozed out of the larger aliens hand. Vilagx roared and attempted to squash him, but a quick transformation later had him changing into the ghostly apparition titled Ghostfreak. As he phased through the hit and left his target disoriented he floated high above and far away before changing again back into the Kineceleran and smirking at Vilgax with renewed vigor.

"Catch me if you can squid face!"

And with that he was off. Toward a place far away from here, and somewhere the held the best tool for the job, in hindsight, he should have done this from the start.

The world became a mess of speed lines and the kinetic stream felt more like an acid stream as XLR8 pushed himself as hard as he could. The balls on his feet feeling like tiny suns from the amount of heat they currently have off. But in exactly three point four six two seconds. He now stood in the Mount Rushmore plumber base. And the lights were already on, and there was an RV parked here…

A flash of green later had Buzzshock chittering ti himself before he turned into a living static burst and moved through the base as quickly as he could before finding the life forms currently inside and pouring out of an electrical socket and taking a more humanoid form. The group of five currently in the lab turned to look at him. And all the poor little Buzzshock could do at finding his grandpa and Mandy there, again was frown and whine. Before becoming consumed in bright green light.

All eyes turned stunned to Vince as he had just shot Ben with his energy rifle. Their gaze seeming to vary between shock and horror, though it lasted only a few moments before a blast of static collided with him and sent him flying across the room into a table stacked tall with blank pages. The group gasped and turned back to a wobbling Buzzshock before he changed into the form of a blue skinned necrofriggian and grunted. His wide eyes partly obscured by the natural hood created by his folded wings.

"...Asshole…" he groaned, hands rested on his chest, right beside the yellow omnitrix symbol there.

"Vince!" Yelled Michelle before running over with Randy in her grip to check on her husband.

Mandy ran over to the blue alien and put her hands on his shoulders her electric blue eyes alive with worry as she ran her comparatively tiny fingers against the aliens flesh. His head tilted up to meet her worried expression. His body trembled under her touch before he chuckled to himself and sighed. A bright green flash enveloping him as he returned to being just Ben. His green eyes locked on her blue ones before her gripped her wrist, he noticed her sudden tension at the action, but greedily pulled her into a hug anyway. His forehead resting on her shoulder as he wrapped his arms around her. Her own arms still hanging by her side.

"I know I didn't ask if I could...but I hope you'll forgive me for being selfish…" he muttered, barely audible to anyone but the two of them as he nuzzled his head a bit against her shirt.

The young hero flinched as he felt her return the hug. Her touch almost feather light. She wasn't comfortable with the contact he assumed. The hug lasted another three seconds before she pushed him away, but her eyes moved to the now blinking green watch.

"It was yellow. What alien did you—"

"It copied Vilgax when he punched a hole through Slimaxs' chest. But...I don't think a scrawnier version of Vilgax is gonna finish the job…"

She ignored his whining in favor of lifting the watch to her face and beginning to fiddle with the input mechanism. The turns quick and fluid as she moved through a studied over combination. She'd been pouring over those notes for days now. Things were becoming nearly transparent for her. So when the watch choked and the face rose displaying a certain bulky form Ben could only stare in shock as his girlfriend ran over to a stunned Max and snatched the special gun from his hands.

"Go XLR8 and let's go save the day!" She said. And it was in that wide smile and joyous triumphant glint in her eyes that Ben lost all reasoning. Changing to the kineceleran and speeding away with the girl in his arms...he would never tell anyone how tempted he was to run away in those moments.

**June 20th, 03:45**

Lightning flashed all through the streets and a clap of thunder followed quickly after, smoke rose from the extended fingers of a black haired boy as sweat rolled down his face. His arm trembling and a wobble took to his legs as he back pedaled and fell against the now darkened street lamp. His spine gave a weak shudder as he began to cough. His ears caught the trembling of debris and after a moment more a green hand reached out of the pile of rubble and Vilgax flared at the giggle wearing boy that just shot electricity at him.

Before he moved to end the boys life he reached to his belt and activated the retrieval system of his pod. It would be with him within the hour. As he stepped forward, fully intending to stride over and turn the gifted bug into a stain in the concrete a ball of fire exploded against his face.

Kevin rose a brow and turned his head. Only to frown at the sight of Gwen. The city was still being evacuated but big green and hentai face over there had looked ready to tear a bloody swath through the crowds to get to his little pod thing, so Kevin and Gwen were forced to make fue while Ben was upsettingly absent from the fight.

"Where's Ben?!" He called to the redhead in the mask as her fire spell finished prepping. The charms worked for speedy deliverance of magic attacks, even if she could only use fire, flight, and luck, they still served much better as spell enhancers instead of outright casting shortcuts. Meaning, she was playing with a weaker version of anything she did.

"No idea! You got another one of those in you?" Gwen offered back. Hopeful that Kevin could do another bolt that strong, seeming that it was the only thing to actually damage him so far.

The black haired boy coughed again, this time his whole body being wracked by the motion.

She didn't get much time to worry or fret over the boy as she quickly had to return to diving out of the way of debris and vehicles. Luck being on her side, she did mostly alright. Even if the close calls were bad for her health.

The two groaned as Vilagx casually picked up a pick up truck and moved to throw it, only for a stream of icy breath to wash over it and him, looking up revealed the lean form Big Chill. The spread out blue wings, and wide bug eyes seeming calm and cool as can be as the thick ice grew around Vilgax.

The cold frozen water remained in place for all of three seconds until a large crack formed and then several followed until Vilgax was free again.

A flash of green and a new alien came down from above. All eyes widened as the green skinned figure rose.

The form was smaller than the source, both arms and legs very...thin, and the body more narrow than the others, three short tentacles hung from his face as his black lips were pulled apart as he smiled wickedly at the figure, crimson eyes stared forward. He wore a black bodysuit with a white accent on the torso portion with black bulky shoulder and forearm guards that also had white spikes.

"Vilgax," the alien said with a slight mirth stepping forward, "meet Bellgax."

All ten digits in both Bellgax hands began to glow a deep red and hummed as he rushed forward and under the swipe from his larger counterpart, before stabbing his fingers into the larger Chimera Sui Generis' gut and tightening his hold before lifting him up and dropping him into the concrete head first.

It did nothing as he instantly retaliated and sent the smaller of the tyrants race rolling, but the shock value was priceless.

"What's the matter Vilgax? You thought you were the only one who could pull off green?" He spoke with a drawl, a very slight hiss to his words.

The tyrant offered no witty banter instead stomping over, ignoring the bleeding wound on his stomach.

As he got within a striking distance he reared his fist back and threw it forward, only to stare in shock as it was caught in the smaller fist of his opponent.

"Not a fan of competition? Calm down, I tend to change my look a lot."

With that, a green flash changed Bellgax into the twelve-foot tall, still shorter than Vilgax, Tetramand. A barrage of rapid fire fists were sent loose and sounds of flesh pounding flesh was easily identifiable over everything else as darker green spots began to appear in Vilgax skin.

As he stumbled back, having been disoriented mildly by the barrage of punches, he swung wildly, it wouldn't have hit regardless, but a green flash shrunk the alien down to a shorter electrically charged form that cackled madly before raising it hands and releasing its stored energy. The strike rose to the sky. Bathing the city block in green lightning for a moment and a rolling sound of thunder.

Smoke came off the tyrant. A vacant look filled his gaze for a moment, until he growled and punted the little alien through a building and clear through the other side. His gaze instantly finding the onlookers, and he ripped the lamp post from its place and threw it with a mighty heave like a spear aimed for the giggle wearing brat. Only for a fireball to intercept it part way there and send it careening into a building.

Gwen turned back from the results of her intervention only to receive a backhand and get sent crashing into the ground. Her body twitching momentarily before stilling.

Kevin grit his teeth. As he released the last of his charge at the bastard, barely making him flinch as his other hand wrapped around the boys head. Suddenly Kevin felt the earth leave his feet as pressure began to build on his cranium, he'd have screamed if he could get any air, instead he kicked madly and grabbed at the hand, scratching pointlessly at it, until he felt a kind of suction.

It was awkward, and vile, and made him itch and squirm, and he imagined this must've been what Ben felt like between transformation, or right after one.

His claws raked across the back of Vilgax palm causing the now stunned alien to release the mutated boy.

Levin looked at his green tinted skin, and felt the two tentacles framing his face like sideburns, and his blackened fingers felt stronger than ever, and his vision was clearer now, even if a little red through the strange tint.

Smirking to himself he dove in and grabbed at one leg before pulling hard and lifting the heaviest bastard he'd ever imaged off the ground and threw him all of five feet. It did nothing, but piss Vilgax off as the attack ball finally rolled up and slammed into Kevin.

Vilgax for his part merely picked the boy up by one leg and repeatedly slammed him against the earth before throwing him through another building.

A pair of diamond hard arms wrapped around his midsection and Vilgax internally screamed as he was suplexed into the asphalt.

Diamondhead then stretched a hand to the side and let it elongate into a stabbing point before he thrusted it into Vilgax's abdomen, only breaking through part of the armored skin and poking at the cybernetics inside. It did little for him as the villainous tyrants legs cane and wrapped around his head before lifting him and throwing him down the street.

"Enough! I will no longer be denied!" Vilgax exclaimed stomping my over and playing his foot on Diamondheads solar plexus and he stabbed a glowing red finger into the omnitrix.

Ben stared in shock at the red dial, since when could squid face do that?!

Finally bringing the other hand around for use, Ben was lifted off the ground and dragged helplessly toward the attack ball. His green eyes frantically searching the horizon, he knew they wouldn't be here as fast as XLR8 but couldn't they hurry up?!

"Stop right there!" Called a familiar voice and on some internal level. Ben felt everything just stop.

Mandy stood on shaky legs. Pointing what looked like an old timey camera flash at them, a strange inverted handle with a single red button for the thumb to press. Ben recognizes it instantly, the grand Mac daddy of all plumber tools. A portable Null Void projector. An older model, more unstable too, was what she currently had, but the things were so rare and hard to make…

Vilgax's took a look at Ben, before tossing him at the attack ball, with the Omnitrix still timed out. The young boy hit the metallic shielding of the outside and gasped as he then fell to the floor. His body pulsing with new pain.

The green tyrant slowly approached the girl, his hands developing a sickening red glow. His gaze freezing her in place, her thumb trembling and refusing to budge an inch, her jaw dropped open, seemingly forgetting what her role here was. Had she ever stood before such an imposing sight that only brought fear to the front of her mind?

"W-wait! I-I-I know about the omnitrix!"

Vilgax didn't stop and instead stood over her, casting a shadow over the girl that promised death.

"I-if y-you l-le-let m-me live, I-I c-can h-hel-help you f-if-figure it o-out."

"I have no time for bugs who thinks themselves grandeur...but if you speak the truth, then your simply a speck of a possible threat."

With those parting words he pressed a glowing red claw against her forehead, and her screams filled the night air. Her spamming body crumbling to the floor as drool and blood spilled from her mouth and her eyes rolled into the back of her head. Her fingers curling and uncurling repeatedly as she twitched, the device in her hands falling to the floor.

The green tyrant turned back to his prize and and arched an eye ridge at the sight.

On his knees was a child with long brown hair as wide green eyes. His mouth agape as he seemingly went over what he had just witnessed. And then, very suddenly, his mouth closed as he seethed through his teeth and his glaring eyes focused on Vilgax. A spark of green running over his arm as circuitry ran across his skin before a green flash came and now stood a tall muscular orange appoplexian, wearing a pair of tight black compression shorts with a white trim. The omnitrix symbol on his right bicep. His yellow eyes narrowed as he growled at Vilgax.

"LET ME TELL YOU SOMETHING VILGAX THE TYRANT…! NOBODY HURTS RATHS FRIENDS AND GETS AWAY WITH IT!"

The sheer volume of the screech was enough to make the tyrant recoil, never mind the sudden jab followed by three repeated 'kidney' shots, and then a drop kick.

"GET READY VILGAX, BECAUSE RATH IS GONNA BE DELIVERING SOME SIRIUS SMACKDOWN ON YOU!"

The universal tyrant cringed as the black claws erupted outward and the orange furred alien came in with a barrage of quick slices that tore deep and slashed away important cybernetic meshes. Before too long, Vilgax was struggling to breathe as he was repeatedly laid into, until finally the cloud barrier above parted to reveal the Chimera Hammer descending in their location. The on board weaponry releasing several volleys that hit around them, a pod then jetted out of the ship and crashed nearer to them.

From it erupted out a mix of droid soldiers and run of the mill Chimera Sui Generis each sporting plasma rifles.

"Attention Appoplexian! Back away from Lord Vilgax or we will open fire!" Came their demand through a megaphone like device.

"LISTEN HERE NAMELESS NOBODY OF THE VILGAXIAN EMPIRE! YOUR BOSS HURT RATH'S FRIENDS AND I'M NOT LETTING HIM GET AWAY WITH THAT!"

All guns then trained in the orange alien and in a second, a wave of blunt energy came rushing in and blew up in Rath's face, sending him flying back, quickly the crew rushed forward and collected their downed boss. As it turns out. The cybernetic mesh only hindered their Lord. They'd have to begin genetic reconstruction effective immediately.

As the Goliath class warship pulled away and exited the stratosphere, two modified RV's sped into view around the kids. One belonging to Vince, and the other a spare one that Max had in the plumber base. Conveniently...

Both retired plumbers ran out of their respective vehicles. Vince kneeling by his daughter with clear panic. A short distance away Kevin removes himself from the rubble of a building, back in his human form, and Max helped Gwen to her feet.

They all turned to the angry roar of an Appoplexian before he snarled a few sighs and changed forms. The Kineceleran came over and wordlessly took Mandy, before vanishing from sight.

The two elders shared a look as they thought about what had happened. They had won...but it had come at a cost.


	14. Not The Whole Truth

**Chapter 14: Not The WholeTruth**

**A/N: **_Hey guys! Was that wait long enough for you to forget about me? _

_Fun Fact! I almost finished the Gwen 10 chapter and was going to publish that first to welcome you all back. But it still has some work left to be done to it before it worthy to be viewed. Also unfortunately, I only got a measly four chapters into this season and now I'm worried about keeping ahead of you guys, so that's something...but anyway, it's good to be back and posting again. Hope you still enjoying. _

_This weeks recommended __story is..._**Strength of Many by Cerric. **_An unusual Dragon Ball story in which it isn't wholly focused on Goku(Kakarot) which was so jarring to my feable mind that it took three different attempts to finally start reading the dang thing! But here we are, I'm on chapter thirty and recommending it to all of you. _

_Alright, that should be enough yammering from me, hope you enjoy!_

**April 12th, 1983: 02:55**

Max Tennyson. Plumber agent, honored member of the Plumbers, and commander of this unit, was currently grabbing his head in the aftermath of a night of celebratory drinks.

A long four month excursion into deep-space had proved just as trying the fifth time as it had any previous time, as grateful as everyone was to finally be on the ship heading home, he almost regretted it. Xylene had been with him for the better part of the last four and a half months, and he wasn't sure he could do without her once he was back on his homeworld. It was a bitter thought to have, but one that plagued him all the same.

Speaking of, his head turned slowly to the side to find a sea-green head resting on his shoulder. Her tentacle lazily twitching as she dreamed, her three eyes closed tightly as she snuggled a little closer into him.

His frown, seemed to vanish at the sight. The thoughts of her pleas to take him to her home on Ringa Morr over the course of the last few weeks nearly forgotten. He knew what had started as a casual fling, something to release the lent up—er—frustrations, had quickly evolved and now a night had hardly gone by where he didn't find himself sharing a bed, or in some cases tent, with Xylene. She had made the last few months so bearable.

But once he returned home...he had to confront her. He had to know, he needed to know just how she felt. And if it turned out she didn't want to reciprocate then he would graciously back off, never being it up again. He knew it wasn't fair to Xylene nor her. But he couldn't help the way his heart felt. And he'd been on and off planet so often lately that it hardly seemed plausible to even consider pursuing a relationship.

But everytime he came back to that small town neighborhood of theirs and she's let herself in and they'd talk about nothing for hours...but Xylene always made him feel so alive, so ready to move and to keep moving. It was exhilarating. But...was it enough.

He sighed to himself, as dry as his mouth was he could ignore it for another hour or two while his lovely bedmate slept in.

At least that's what he thought until the alarms went off.

The female Uxorite spring out of bed, her bare flesh glistening under the artificial lights as he reached for her suit disk and pressed it against her modest bosom. The purple bodysuit expanded around her and in seconds she was dressed. Then it seemed her mind caught up to her as she realized what she had done. Her gaze threw itself over her shoulder to Maxwell, his own method for getting dressed much slower.

He in fact, disliked the plumber suits, they'd chafe if you weren't careful, and the boots and gloves he had were starting to see major wear from overuse.

But he had to hurry, whatever had tripped the alarm was no trifle matter. He had a sickening feeling he was about to regret being right.

The alarm continued to sound as he finished suiting up and found himself in the hall, dozens of once fresh recruits rushing toward...something.

"Max!" Two distinct voices called from behind him and Xylene.

Phil Billings and Vince Blake Evans. Two of his closest friends up here, and least likely to send themselves flying out an airlock into open space.

"Phil, Vince! What's going on?!"

Xylene cut them off as her eyes suddenly shined a vibrant purple.

"We've got some nasty company."

He wasn't sure he wanted to know what that meant.

Suddenly the station they inhabited rocked as he had to use the wall to keep himself on his feet. His hand pushed against his chest and his helm deployed. Vince and Phil copies his example and just in tile as the hull breached as the vacuum pulled them out into the lacking atmosphere of the rock they were sitting on.

Pale blue skies were shrouded by ominous dark clouds as the deep crimson of a Goliath class warship stabbed through. The projector fields displaying a massive hologram of certain tyrant.

"Vilgax…" Max gasped, they're previous encounter coming to mind, the one where half a squad perished under his thumb and he used a nuclear warhead to kill the tyrant...and failed miserably.

His head pounded and he turned to find Phil and Vince unconscious. Xylene was floating gracefully as her soothing chant filled his sore and aching head. Blood dribbled from his nose as he faded from consciousness.

**June 20th, 2005: 06:12**

Green eyes looked over the girl lying in her hospital bed, the stillness of her form. It was infuriating.

The door behind him slammed open. Vince and Michelle were standing there, Max behind them. No sign of Kevin or Gwen.

The three looked in the room and silently stared as Ben very carefully held back his fury at the sight of them. He couldn't blame them. No, he let himself believe Mandy was ready for it. He fooled himself into thinking her strong enough to face Vilgax. He knew she was stronger than most, and at one point she had an indomitable will that made him shudder to think about...but he failed to see her as the little kid she was in that moment.

Ben did nothing as Vince and Michelle crowded their daughter. Several machines surrounded her bed and and even if her heart was beating normally, and the device with little plunger things stuck to her skull said her brain activity was normal. She was still asleep. And as much as Ben hoped that this would pass...something told him it wouldn't. His head swiveled back to where his grandfather was staring at him. The look he had was one that he recognized instantly, it was the one where he silently asked you to come talk privately. But that would mean leaving Mandy alone. What if she woke up? She likely wouldn't...but he wanted to be here when she did.

Grumbling he let himself slide off the chair and walked out of the room and into the hall with Max, it was mostly empty for now.

"Anything you want to tell me?" Max asked.

Ben raises a brow at this. He figured that Mandy would have figured out his little play. But he couldn't have planned for her telling all of them. That girl…

"Bit hypocritical of you to say don't you think?" Ben almost sneered.

Max flinched at the tone, "I…"

"Stop. I don't need to hear it. Your a plumber, so is Vince. Your cheeky little way of telling us and lying at the same time got annoying quick."

Max blinked a few times before looking at the young boy.

"H-how did you…?"

"Figure it out? Sorry grandpa, but we all have secrets. And I'm not ready to share mine. Why don't you ask me again after an Alien warlord comes down and tries to kill me for my wrist watch and nearly kills my girlfriend? Maybe then I'll be a bit more willing to have a sit and share with you!" Ben spat before turning and transforming. His blinding green flash keeping Max paralyzed for a second as the Kineceleran sneered at him before vanishing.

Max looked down at his hands at a small note, it was a napkin the words scratched into it with a pen. The older man swallowed as he unfolded the note and looked at it, his heart sinking as he read the short warning.

'Don't come after me. I'm not in any kind of mood to deal with you.'

-Ben

He bit back a sob as he stuffed the note in his pocket and moved to say goodbye to Vince. As much as he wanted to confront his grandson...he obviously wasn't ready either…

**June 20th, 08:13**

Kevin looked up from his peach colored hand. His eyes moving to the red haired girl quietly slumbering in front of him. The bandages wrapped across her head and bruises covering her sticking out so much against her pale skin. Max had left her lying atop the beige-brown covers, her modesty covered by a baggy muscle shirt and a pair of too big shorts.

His head swiveled to the window as he saw the blue blur out the corner of his vision. His eye-brows arched up in curiosity. His face instantly morphing into a frown almost as bad as when he realized he was back to being a squishy 'human' again. He supposed being this good looking had to come at a price...but that power…

Max opened the door to the new RV and simply stood there as he looked between Kevin, who had been wide awake and only mildly exhausted after the fight, and Gwen, who had pushed herself to the point of essentially going comatose.

"Still nothing huh?"

Kevin scoffed. She might have had magic, and luck, but she was still one of the squishiest members of this little hero team, only studdier than Mandy…speaking of which.

"No, she's not showing any signs of waking up. Where's Ben? How'sMandy, any sign of her getting better?"

Max stiffened, "Mandy...is in a tough spot right now, they're doing all they can for her." He responded slowly before he sighed and reached into his pocket, removing the folded up napkin and handing it over to Kevin. The black haired boy hesitantly looked at the poor note and gave it a quick once over before letting his eyes widen.

"What?! And you didn't even try to stop him?!"

Max flinched before he bowed his head.

"What could I do…? I can only hope that he'll decide to forgive me and come back to us before long."

"Great so Mandy's in the hospital and Ben's playing rogue. Where does that leave us?" Kevin asked, skeptical about the whole thing, and wondering if he could convince Ben to come back for him or not…

"For now? Just...keep doing what we were doing, traveling the country. Ben will find us when he's ready...until then, sitting around moping won't make it any easier.

**June 20th, 2005 18:28**

Kevin huffed as he felt the summer night air chilled his skin. How far up north where they now? Did it matter? How the hell was it this cold during summer?!

The black haired boy grunted in dissatisfaction at the climate as he threw in his new black plaid shirt and stuffed both hands into his pockets. The drive here had been...silent. No more flipping pages from Mandy or Gwen reading. No off tune humming from Ben as he played with his watch, no super crazy hero to back him up the next time he decided to play hero…

Would there be a next time? Should there be?

"Why am I still here…?" Kevin asked himself as he removed a hand from his pocket and dragged it across a car hood. The small light from the static being pulled out and clinging to his skin warming his cold hands as he kept moving.

Bitterness seemed to fill his mouth as he noticed a small crowd forming. The group comprised mainly of your average joe, a scant photographer or two littered in there, and all of them held back by a duo of police officers. He smirked. He figured beating up whatever two-but crook was in there would be enough to brighten his mood…

'Why do my fingers feel numb…?' Kevin thought looking down at the hbd he'd used to drain that cars, pathetic. Battery and freezing at the sight. His fingertips and part of his palm were the same cherry red as the car…

He pinched his fingers and nearly let out a yelp as he noticed his fingers were now made of metal.

He swallowed focused on the digits. The metallic texture seemed to remain for a second before shrinking away and vanishing. His smile grew as he realized just how awesome his powers were becoming!

Quickly he looked around to make sure no one was looking before running back to the car and placing his hand against the door. His body tingled as flesh tensed and became as hard as...compressed aluminum...arguably not the best option right now, but it was his first time!

With a smirk he reached up to pull his giggle down, before realizing they had also become metal...and fused to his forehead. Along with his clothes. Great...he turned himself into a funky looking statue.

With a grunt he decided to rush forward anyway and barreled through the crowd and past the guards. He certainly felt stronger if nothing else.

His full sprint however came with the drawback that he wasn't being very...let us say attentive. No, instead he ran right into the foot tall crimson skinned alien in the room, his sprint having him run right into it with enough force to punt it across the room and have it crash against the far wall before falling into a heap with a tired sigh. Kevin smirked at his handiwork, after finally stopping, before flinching at the impresses whistle noise someone made from behind him.

Quickly spinning around he brought both hands up in some poor excuse for a boxing stance as glared at the...middle aged man standing there in some strange jumpsuit.

"Nice work there. Not how I personally would have handled it, but good all the same."

"Umm...thanks?"

The man smirked as he reached for his hip and removed a small gun with a bulb at the end that had a light blue color...in fact it almost looked like the same projector gun thing that Max now had stowed in the secret armory-safe in the new RV. Kevin couldn't keep the surprise from showing in his face as he received a raised eyebrow from the man.

"Seen one of these before?" He asked, something nearing a menacing look crossed his countenance.

Kevin didn't gulp, he wasn't actually panicked at all by this guy, but if that gun was as dangerous as he believed…

"Never in action." He finally decided in saying, seeming the safe bet in terms of wording.

"Well then...check this out." He said as he pointed at the still downed alien and in sickening show the red beam engulfed the small creature. It's body writhed for a moment before growing still and breaking down into pixels as the beam retracted. Where there was once a tiny red alien now lays an empty space.

The man turned with a smirk on his face, "Pretty cool right?"

'More terrifying…' Kevin thinks to himself before he hears the clicking of shoes in concrete, and sharply turns to face...Max?

"Max! Long time no see pal, how you been?"

Kevin looked between the two before attempting to raise an eyebrow, and failing since he's essentially a living compressed aluminum statue right now...that can absorb electricity and other energy...and turn into aliens...what the hell are his powers again. He shakes himself from his thoughts just in time to catch the end of the conversation.

"I'm not sure Phil…"

"Nonsense! I insist you join me for dinner, come on, how many old partners do you see on a daily basis?"

Max chuckled before looking at the old plumber, "Alright, you've convinced me."

**June 20th, 2005: 18:48**

Max and Phil, Phil Billings if your curious, sat on the other side of the room sipping on expensive whiskey, while Kevin greedily ate burgers, Pizzas, wings, barbecue and spicy, and washed it all down with fizzy soft drinks. It was paradise, a welcome break from larva and whatever other bugs Max decided were for dinner.

He choked on a mouthful of double cheeseburger when he heard Phil pop the question.

"Why don't you come out of retirement? Help me take down aliens?"

The two looked at the kid. His face scrunched as he pounded in his chest and forced the food down his windpipe before washing it clear with some sprite.

"You okay there kiddo?" Asked Phil, not really concerned, just trying to distract from the fact that the display had him chuckling.

Kevin growled at him. He wasn't some side show act, who the hell did this jerk think he was laughing at him?!

"Fine." He finally growled out picking up a plate stacked high with junk food and heading for the door. Suddenly finding the company very unappealing.

Surprisingly enough he was only stopped by hotel staff a measly FIVE TIMES for them to question him on his destination, at first he answered them by just saying he was eating with Mr. Billings, but after the second time he just shocked them and let them run away scared.

He spent an irritating ten minutes walking around the parking lot searching for the Rust Bucket before remembering that the old RV was an aluminum pancake half a state away. He pushed the thoughts of friends lost away like an annoying relative at a Christmas party and simply barged into the new RV and stopped dead in his tracks at the sight. A young red haired—still wet— girl, Gwen, up, awake, in a pair of tights with a towel around her neck, training bra. "Huh." He figured.

The plate of food he had fell to the floor as her bare foot came up and smashed against his mouth, her squeal enough to deafen him.

His head didn't smash against the concrete, he brought his hands up to cushion the blow. Instead he very comfortably felt his fingers crunch as he impacted earth. His legs kicked automatically as he seethed. His body becoming hard as the ground below him, the bones setting and mending even as he continued to groan about the lingering pain.

Like a rocket, he shot up, furious, the stone body he had melted away as he leapt at the handles and pulled. Nothing happened. She locked him out.

"Hey! Let me in!"

"No way peeper! Not until grandpa gets back!"

Kevin, not really up to sit outside on a muggy night like tonight, figured Phil could pay for repairs and simply snapped the hand off and walked in. Gwen still wasn't wearing a shirt.

"Get dressed already!!" He finally exclaimed, turning around, blushing furiously. His mistake.

His midsection bulge outward as his upper and lower body bent back. She dropped kicked him. His body moved forward and if Kevin wasn't such a patient, forgiving and understanding person, then he might have done something rash...like rear a hand back and steal all the charge from a nearby car and fling a static bolt at the cousin of super powered watch bearing alien hero. That would've been stupid, very stupid, and rash...

Gwen dove to the side, the bolt fizzled as it entered the containment field of the RV. It absorbs solar whatever and lightning strikes according to Max. Hella upgrades and all that.

Gwen was thankful for the field soaring the RV anymore undo damage, considering the idiot almost tried to fry her, she wasn't too upset about retaliating.

The girl stopped her roll and stood, her hand stretched outward and nothing happened. She looked down and reddened realizing she hadn't put on a shirt or any of the charms. Her head snapped up at the sniggering coming from Kevin. His eyes tightly closed as he grabbed his stomach and laughed at her plight.

"W-wait till I tell Ben!" She decided on, inwardly cringing at the fact that she'd have to depend on her doofus cousin to handle this.

Kevin stopped laughing as he steeled his features.

"Sorry to break it to you," he began, not really looking the part of sorry individual, "but Ben's ditched us, until he gets over his hang ups, it's just me, you, and Max...maybe his new boyfriend Phil."

Gwen rose a brow at that. She had nothing against people's choice of partner. But her grandfather never struck her as the type to play for both sides…she blushed at her word choice.

Irritated at finding all this out in such a dumb way she stomped over to the RV and moved to finally finish getting dressed.

"And let me finish this time!" She yelled before turning to stomp in, only to stomp into a slice of fallen pizza and slip, her body falling back quickly, eyes shut to brace for a fall that would hurt, until instead of cold concrete she felt warm hands and fuzzy cotton. Her eyes opened to find herself in Kevin's arms.

She screeched.

**June 20th, 2005: 19:17**

Messaging his sore cheek Kevin grumbled as Gwen fiddled with her tiny box of magic rocks.

"They're more than rocks!" She suddenly called out, surprising Kevin, and nearly waking Max who had come into the RV for the night, tomorrow morning they had one more meeting with Phil…

"What?" Kevin said lamely.

"They're more than just rocks...they're the charms of Bezel. They hold some of the greatest magic power on the planet."

"I...don't remember asking…"

The glare she offered was...telling of how she felt about him, "Don't pretend! I heard you!" She seethed, and Kevin caught the one in her hand currently glowing...wait…

"You can read minds with those stupid things?!"

"They aren't stupid!"

"Not the point!"

They both shut up when Max rolled over in his bed, muttering something about Ben and canned octopus.

"What is you point then?" Gwen asked, upset about her cousin missing, Mandy being hospitalized, and about having to play nice with a peeper.

"You can read minds...can you...can you check and see if Max is gonna take up Phil's offer to start alien hunting again?"

Gwen stilled herself. She felt the genuine concern coming from him, but she wouldn't willingly invade her grandfather's privacy like that, besides…

"There's no need to. I know for a fact he wouldn't come out of retirement. Besides we're more than enough action for this old guy." She happily said, before frowning realizing just how close he is to being out of retirement already.

Kevin sighed to himself as he thought about that. How could she be so sure. What was reassuring her here?

Before anymore pondering could be done their RV rocked from side to side as a loud roar echoed around them. Kevin looked to Gwen who looked toward Max who stirred from his sleep. The three looked between each other as a familiarity came with that roar. It was too close to Wildmutts…

Gwen pulled on her mask and pulled on the leather holsters that contained three of her charms. She looked to Kevin and let her eyes widened as he walked over to the steel-iron pipes under the sink and turned himself to an steel-iron man.

The two didn't get much preparation time as Max slid a panel off the counter and flicked switch revealing a small under storage that held the Null Void gun and a few other bits. Like the rifle he quickly slapped together. He rose ready to fight, but paused at the surprised stares from his granddaughter and their plus one.

"You know what. I don't care, let's just kick some alien butt and then we can worry about whatever else you have to say." Kevin says moving for the door. He swung it open and jumps out, just in time for a wild vulpimancer to come and snatch him out of mid air and run off with him. Like some kind of metallic chew toy.

"Kevin!" Gwen yelled rushing forward in a gust of wind and rising into the air, out of reach of the second wild alien dog, and commenced throwing flaming balls of death at the other.

Max took the rear and after a second to aim he pulled the trigger and sent the bullet free. The nano-point broke apart in mid air and hit the alien like buckshot, it's irritated roar the only indication that it hit, until it turned to face Max and its entire body was consumed by a bright crackle of static as it was electrocuted.

Away from he retired Plumber, Kevin repeatedly slammed his iron fist into the snout if the annoying mutt, it's teeth digging in and denting his iron hide.

"Agh! Let me go You overgrown flea bag!"

A large fireball hit the beast back leaving a patch of burnt fur and causing the large striped vulpimancer to release its chew toy and fall over, its tail flailing behind it.

A bright red beam cut a path between Gwen and Kevin and hit the Vulpimancer. The wild mongrel growled in agony before it pixelated and was consumed by the blast. The two kids turned to look at Phil slowly walking into the light, a scowl on his features.

"This is what I was afraid of...if I just let you go...you'll be bad for business. You take care of aliens without demanding anything back. That's just bad economic awareness. You provide a very sought after service." Phil explained before rolling out of the way of an incoming shot, the nano-point round hit the wall of the hotel far behind him.

"Tell me Max. How'd you figure me out?"

"There aren't any active plumber sect's near here. Besides you retired too...should have known you wouldn't let things go…"

Phil didn't seem put off by the words instead he waved his projector gun around before pointing it at Max.

"Sorry buddy...but it's just not my style to leave debts unpaid..."

The beam came out, Gwen turned and released a torrent of wind that slammed into Phil, his gut slammed in as he was forced backward, his arms flailing around to try and regain balance with the beam still active. The red light swung around and moved to consume her, her eyes widened in shock before she felt something shove her aside.

Her landing was undignified and embarrassing, but she grew pale at the sight of Kevin caught in the red beam, his pained scream tearing into her as his body broke down as was consumed by the crimson glow.

"Kevin!" She screamed before looking at Phil, the man shaking as he rose to his feet. His head pounding with a terrible headache that was coming on. Suddenly the air grew cold, the clouds closed in around them, a bright dark blue light drew his attention to the body of Max's granddaughter, Gwen, as her eyes flowed a vibrant purple and her body rose into the air, thunder rolling across the skies as the wind around them picked up.

"What. Did. You. Do!" She exclaimed. Thunder punctuating the end of her sentence.

Phil cowered for a second. He'd never seen an alien do anything like this. He had no idea what any of this was?!

"H-he wasn't supposed to get caught in the beam! It was an accident." He called out, even if it wasn't, not really, he had meant to capture Max in the Null Void, the kids would be necessary to silence if he was careful.

"You liar!" She roared as a small tornado closed around him and rose him into the air, what felt like cold iron shackles wrapped around him and as quickly as he was brought into the air he was pulled back down, hard.

"Give. Him. Back!"

Phil shook, scared out of his mind almost as much as the time he saw Vilgax shake off a nuclear blast…

"I-I can't!" She howled, honestly howled and before Phil could say anything he was tossed away, his body rolling and bouncing across the ground like a rag doll. Bones shattering with each impact.

The red haired girl descended. Her feet touching the ground and magical energy surrounding her vanishing as tears ran down her face. Her hands coming up to wipe at the tears that she couldn't keep back.

'Why does everyone keep vanishing?!' She thought to herself as her grandfather pulled her into a hug.


	15. A Tick on The Mind

**Chapter 15: A Tick on The Mind**

**A/N: **_It's been a weeks already huh? Man I need to hurry. Still no progress in chapter eighteen, sixteen and seventeen also need more work to be show worthy so...yikes? _

_That aside hope everyone still likes the story._

_So, this weeks recommended story is..._**Chiaroscuro by boomvroomshroom. **_A story that is Shikamaru-centric, my favorite of the Naruto characters. Why? Because shadow powers are cool and when I was a tiny squirt that's what I always called dibs on during playground make believe sessions. _

_Not too much to say. Ah! But a while ago I came to the realization of something regarding this fic. Technically this is a TimeTravel fic, something that is in abundance in the Naruto community. It's hilarious how long it took me to realize that! _

_Also for any of those curious, the alien—one of the Aline's—debuting in this chapter were recommended for the fight between Ben and Vilgax a while ago. This is me fulfilling that promises, far too late. _

_Again, hope you all enjoy this weeks chapter, because there's a chance that there won't be one next week...maybe. _

**June 20th, 2005: 08:10**

A fourth mugger hit the floor. His body dropped with a soft thud. XLR8 looked at the downed opponents with a worried eye, it was becoming too easy to 'knock' people out, he wasn't even sure if half of the ones on the ground were still breathing...The man and woman who had been getting mugged looked up at the dinosaur like creature that had saved them.

"T-thank you…! So much!" The girl cried, clinging to her husband his arms protectively wrapped around her as if to shield her from whatever XLR8 might do next.

The speedy alien said nothing as he very quickly went through the pockets of the muggers and took their wallets before vanishing.

In the blink of an eye, he was on the other side of town. Eighty dollars to his name and a cheap wrist watch that he had grabbed on accident.

This was pathetic. He was a hero! Wielder of the omnitrix! Why was he bothering with petty theft?!

'Because your scared of rejection.' Some part of his consciousness supplied an answer to his unasked question and he growled as he shoved the money into his pocket and threw aside the watch. His feet carried him into a nearby megamart. Cheap navy blue shirt, cheap army green cargo shorts, a stolen pair socks and underwear, and suddenly he was good as new. He'd find some fast food place to have lunch in a minute...afterward…

He slumped against the wall of some alley he had stumbled into. He had a second chance. He was better now...but why couldn't he save her!

Gwen's still here...Max and Kevin too...is Mandy really that important…?' Some part of him had to wonder. Some part of him that he hated because it made some strange kind of sense. Technically he only had known her for a little more than two weeks. Technically they'd only been 'dating' for a handful of days. Technicalities galore!

He punched the wall and pushed off of it. His body consumed in green and a second later he was speeding away from the place as fast as XLR8 could take him.

The world barely made sense for a second until he found himself in some forest. Where was he? He had just picked a direction and ran with it. It worked before right. Run away from your issues. Fast as you can. And you get a reprieve from all those worries. But they always catch up. They always hunt you down. Weigh you down. Distract you. Consume you. Why bother. Why did you pick up the watch again?

Ben tore himself out of his thoughts as his shoulder bumped into a tree. His green eyes reddening from lack of sleep, bags already forming beneath them. Sighing, he looked to the sky. It was barely mid morning. He'd ran away. Why?

He spat, he didn't want to think of it, didn't want to consider it. Couldn't really fathom it honestly.

But it was whatever. He sat down. Right by the tree that removed him from his thoughts and began to mess with the watch. Turn after turn after fucking turn. It was amazing just how infuriating this was without Mandy's warm shoulder bumping his, or her soft hand linking to his own.

When he met Azmuth he'd have to punt the tiny genius bastard for putting him through this hell a second time. Or maybe kiss him and bow to him for giving him the chance. The watch chimed twice. His head banged against the tree three times. The green device clamped on his wrist always seemed to have a sense of humor and horrid timing. So of course he'd get these now!

Smiling as his brows furrowed, his anger ever growing he peeled open his eyes just in time to see the clouds above part and a giant purple asteroid to descend upon them.

He turned to look at the rising dust and earth and realized what he had done. Subconsciously he had become XLR8 and sped away to escape the impact zone...why didn't he just go Ghostfreak…

Pushing the thought away he raced back to the crash zone and paused at the sight of...a giant purple tick?

"Ah! A local has come to view the Great One in action!" A voice said from behind him and XLR8 turned to see...three strange looking aliens on hover pads with staves of some variety in white robes. The tallest among them had four short arms and pale greenish yellow skins the bulkiest only had two hands but purple flesh and a second jaw on his neck. And the smallest one was a tiny green pudge ball with an extra set of eye stalks and four legs that dangled off his hover pad.

"Greetings! How right of you to come and see the great one at work!" The tall one spouted again.

"Okay, time out! Just what is this thing, and who the heck are you?!"

The three looked between themselves and then their massive lord.

"We are the ones who serve the great one! His guides as he travels the universe and consumes all!" The purple one said in a deep booming voice in a way that seemed only comparable to some over the top deranged zealot.

XLR8 clicked his claws before laughing, "Ah! I get it, your a bunch of planet killing douche bags!"

Much to his chagrin the wording seems to piss off the gathered trio.

"Why! You insolent hatchling, we are servants of the great one! No mere simple minded local could understand our place above them! Our place alongside the great one."

XLR8 sniggered, "You caught me in a bit of a bad mood. But since I'm the wielder of the omnitrix and all that Jazz...I'll give you one chance to leave this planet and never—ever—return. Pretty nice of me considering I'm talking to three genocide supporting pricks."

The three exchanged looks before laughing.

"The omnitrix is a myth you fool, claiming to wield it will not scare us away!" The tiny green one says in the most annoying nasally voice XLR8 had ever heard. But hey, he was about to get a lot of stress relief after all.

One green flash later and standing in place of a Kineceleran was a Prypiatosian-B. The dark metallic grey of his body broken up by splashes of off-white around the hands and the omnitrix symbol on his chest. The grill serving as a face plate seemed to radiate heat of unmatched levels.

The purple alien with dual jaws growled before racing forward, staff brought back ready to stab at the alien. His thrust extended as his hover pad pushed him forward, only for the blade to break, the loud snap of some alien metal ringing in their ears.

The purple one slammed against the metallic prison body of the lifeform and barely got a second to grunt as an arm wrapped around his body.

"Know that I am not sorry for this comrade." NRG said in an accent similar to modern day Russians speaking heavily accented English.

The purple alien let both his jaws open wide as he screamed, the pressure pinning him to the body growing and growing, until the loud snap of a vertebrae. The aliens legs going limp as his upper half tried hard not to move aside from the spasms of pain that came with having your back broken, though he wouldn't be feeling it for much longer…

Turning his helm downward to peer at the suffering alien, the energy within seemed to stir and scream for a second before erupting from the grills and consuming the purple aliens head.

...he wouldn't be feeling anything anymore.

The headless body dropped with a thud to the dirt, and so with only the slightest of effort exerted. The life of a follower of the great one was extinguished.

The two accompanying him gasped, looking away to stare at one another only to be turned back toward the murderer of their fellow follower by a green flash, and where the Prypiatosian-B had been standing was now a Chimera Sui Generis, his crimson eyes hauntingly narrowing before he bent his knees and leapt twenty feet up and stabbed his crimson claws into the tiny green one. Purple blood dripping from the four holes now stabbed in his cranium.

The tallest and only remaining living follower of the great one screamed in horror as his fellow observer of the great one fell to the earth below. Another bright flash and a Pyronite started at him. He raised his hands to beg for life, but his pleas were consumed in the inferno that washed over him.

Finally Heatblast turned his fiery gaze toward that of the armored bug before him. How those three could simply follow this thing from planet to planet and let it kill countless millions. No, he wouldn't shed a tear over them. He'd feel no regret over their deaths, and he'd feel nothing after erasing this pathetic thing...

His body shifted in a flash. White flesh, overlaying bulky muscles. Bright yellow natural armor.

His deep golden colored eyes looked at the purple critter. His black lips pulled together in a thin line as he sighed. This thing wasn't evil, not really, but it was killing his planet. He kept telling himself he hated needless death. But how true was that. How much longer could he keep saying that?

Slowly he waddled over and placed a large hand upon the even larger creature and just felt the humming from under its chitin shell. It was a creature like any other. Doing what it had to to survive. It was simply an animal. It wasn't doing this out of spite.

"We're a lot alike y'know. But...I can't let you kill my world…"

He felt the soft rumbling of the creature beneath his touch, the ground around them graying as the nutrients were absorbed. It wasn't evil...but it was killing his home...because it wanted to survive just like they all did. It wasn't malicious like other foes he'd faced. It wasn't boastful or arrogant or anything. Hell, the creature rumbling beneath his touch was more like a small child. Unaware of the stress it places upon the environment it's placed into.

His body turned in on itself as he became a ball and quickly picked up momentum, making a great gap between him and 'the great one' before racing back toward the mouth of the tick like alien and raced into the creatures cave like jaw. Letting himself be swallowed.

Let it never be said that playing live pinball was pleasant. Obliterating another living creatures organs was never something he'd have preferred to do. But he found this to be the preferable outcome to trying other transformation attacks. Way Big could have picked it up and thrown it into orbit or something. If it came back down he would have blasted the thing into oblivion.

But aside from that. He had little in the way of actually damaging the tough shell of the creature. Unless he was willing to ruin the surrounding area using Heatblast or NRG, or possibly using Ghostfreak to melt its mind...actually...why did he use cannonbolt anyway…?

**June 20th, 2005: 13:49**

The hospital room was empty, save for one man sitting in a guest chair and the patient lying still in the hospital bed.

The grey skinned apparition floated down from the ceiling—still invisible—and simply looked at the man before him.

Vince. He didn't know much about this guy. Father of Mandy and Randy, husband to Michelle. She never spoke much about him before. Even now she had yet to even bring him up despite their time on the road together. He was a blank profile as far as Ghostfreak was concerned. Which meant he didn't have anything on the guy, any reads or motives or anyway to actually judge him. And that was so strange to him now. After weeks of having an edge over people, of knowing this or understanding that, he was back to being in the dark. And he wanted to hate it, but it felt so nice not having some preconceived idea for a person. No build up meant no let down right?

His spectral form slowly inched forward and before too long his violet eye were mere inches apart from Vince's own eyes as he stared into the blue orbs of the man. They were the same shade as hers—in the most basic sort of way—but his were full of something entirely different. His eyes lacked any of her cleverness, her determination, her joy. His were just pale and focused.

The ghost like alien melded with the man. The blue eyes resting in his sockets taking on a purple hue as he stood. It felt strange to do this again. After so long. To a plumber no less, he had expected more of a fight really. But regardless of that. He had taken over the man's body.

With little reservation he stood and walked over to the door, locking it before reaching into his jeans and removing everything inside, dropping the phone carelessly to the ground. Discarding the brown leather wallet. Tossing the keys under the hospital bed.

A second pat down of his being proved everything to be free of his possession. So he stepped out and let the door close behind him, before exiting the body and phasing back into the room.

Ghostfreak didn't even reach the bed before he heard the jiggling of the door knob and then the hard pounding.

The apparition simply shook his head and closed the distance between himself and Mandy. His long gray fingers brushing some strands of hair from her forehead. She'd have to cut it soon to maintain the short length it had during the beginning of their trip. Her cheek felt like a gentle fire against his hand, ignoring the fact that his ectonurite form was incapable of generating its own warmth. It was still a shocker that he could feel anything in this form, no matter how many times it proved true.

His violet eye looked over the comatose girl. He wasn't sure what exactly Vilgax had done to her. His little (not-so-little) red claw seemed to be the Swiss Army knife of space claws. Needed to mess with the omnitrix? Space claw! Needed to mess with the brain functions of a pre-teen earth girl? Space claw!

His raspy laugh seemed out of place considering he was supposed to be sad...but his different forms had different effects on his mood, and being Ghostfreak so rarely permitted one to feel much of anything aside from the logical, physical, and whatnot. Most usually it made him very apathetic.

He felt hesitant to try this. Mind melding was much harder than mind erasure and thrice as hard as mind destruction, imagine that, putting two completely different minds, operating in two completely different frequencies, inhabiting two IMMENSELY different spots on the physical plain, DID NOT want to become one, regardless of the duration of that effect. Go figure.

But he was losing his will, his edge so to speak. He needed it to be reinforced if he was going to confront Max and Gwen. To be honest and forthcoming if he so chose. Or if he even really wanted to ever go back to them...

The world around him stilled as his hand grew transparent, fading from view as it slid inside the girls head...and after a moment.

The hospital room vanished. Ghostfreak was floating within a house. The entryway of some upper middle class home, cut off living room, cut off dining room, cut off kitchen, it all seemed so...pointless? These types of houses always seemed so...excessive.Stairs leading up to a second story. Elaborate carvings in the banister of the stairs. Golden colored metal rings looped the supports and velvet red carpeting padded the steps. All of it seemed too lavish after spending a decade in cramped bunk rooms in space stations or small studio apartment sized housing units of elite bases or ships. Like the specially made room for elite Science and Magic Head Researcher Mandy Blake Evans. The girl who could ask the world of him and he'd do anything to give it to her.

But that's neither here nor there, he had a purpose for being here, more or less. It was remarkable how easy it was to lose track of time and goals while inside someone else's head. When suddenly your nightmarish thoughts had no more hold on you.

Suddenly recalling he was presently within the mind of another, arguably very important person, had him prioritizing. He didn't think he could get her out, not likely, waking people from comas, natural or otherwise was never his forte. And the few times he had...they had never really woken up anyway.

All that aside...it was quiet. Deathly so. The only sound being the occasional hum. A low baritone one that was muffled. Like it was coming from far off, behind closed doors.

He wasn't exactly drowning in leads or options, so...As the only source of any sound he approached it. Floating eerily through the darkened halls of the home, his eye traveling along his body to take in the sight of the many framed images, many more than any home would actually have, meaning these represented important memories. He felt slightly bitter upon reaching the end of the hall and not finding even one picture of the two of them! But...he soon found himself at the threshold of a door, inconspicuous as it was. Plain off white color with simple brass colored knob. But looks were often deceiving it seemed as his ghostly fingers caused a nervous rattle to shake the knob. The wooden door rattled as the once plain looking barrier transformed. The plain look changing to be that of a horror movie makeover. The wood was splintered and rotten in places, the paint chipping, the knob discolored as if by age given it's nauseating green tint. The poor barrier seemed determined to deny him entrance. But whoever, or whatever, setup this barrier failed to consider that an ectonurite would be looking through this mind anytime soon considering that he could so casually push past the repelling force. If he had a stomach it would have sunken at the sight before him, for when he forced open the door it led into a basement.

The lights were off, the stairs leading down were cast in an impregnable darkness, but some form of light seemed visible somewhere in the room, he could see the bright light reflected off of some surface and onto the floor along with the shadows it created. His body floated down the steps and he came to stop in the overly large room and froze. He was right, there were standing lights brightly illuminating some white backdrop.

Sitting on a stool. Elbows resting on his knees, hands laced together to rest his chin on, was Vince. His face a neutral construct as his eyes seemed to glean as he took in the sights.

And that was what sickened Ghostfreak, no small feat I assure you. The content humming he made as he watched his daughter slowly, hesitantly, sickeningly, undress in front of him. Her hand twitching as he pulled down the zipper of her hoodie, the way she had to look away as she pulled it off to stand there in a white button down and a dark tan skirt.

He blinked, looked away, just a moment before remembering where he was.

His violet eye widened as he saw her drop her tan skirt and stand there in simple pale yellow undergarments. The rage and disgust grew tenfold as the construct of her father moved to reach out at her, a vile and pleased smirk on the things face. His larger fingers just barely about to cup her cheek.

A pale grey hand locked around the man's wrist and without a thought he did what any spirit of vengeance would do in this scenario. He would deliver his judgement upon the wicked.

The lights in the room flickered as the shadows seemed to come to life as the influence created by Ghostfreak grew, piercing violet eyes and feral smirks and grins peppered the dark shadows as they gleefully looked upon the now panicking Vince. The retired plumber screamed in fright and tried to pull away before being violently jerked the stool fell over as the man was forced into the distant darkest corner of the basement, the living shadows chanting gleefully at what they knew was to come and as the man was risen into the air he tensed. His limbs extended out and he bellowed in pain as all his muscles were pulled to their upper limits, all of his limbs began to turn, slowly, slowly, painfully, the flesh tearing and ripping, his head finally doing its second full rotation and coming off. The blood dripping from it as he let the body fall to the floor in a heap.

The ghostly alien simply stared down at the now dead memory personified before he heard the heartbeat of a very important person accelerate, his influence slowly began to fade from the room.

His body flew back across the room as he hugged the mental construct of the young girl. She flinched and instantly tried to pull herself free from his grasp, a choked sob escaping her.

"I...want to be sorry...that you had to see me do that…" he whispered to her. Holding her in his embrace that she didn't return.

Her chin was digging into his shoulder. Her arms carefully at her side. Goosebumps riddled her skin and she was still shaking. He wanted to comfort her. But...he realized he was just making it harder for her to feel better like this. So he reluctantly released her.

His violet eye dilated as he realizes a little too late what he'd done. His form spins around to keeps his gaze focused on something else. Anything else. The nearly naked body of his girlfriend not something he felt he had much right to view.

"You can turn back around…" her voice was low and sounded harsh, and it took a while for her say even that.

But he still slowly turned to find her now hidden behind a violet robe. Her head looking away. Quickly he tosses his gaze over his shoulder to where he'd left the body, it was gone. Logic in near dream like realities often failed to fit together. He returned his full attention to her and flinched when he saw the hurt and disgust clear on her countenance. She was usually so withdrawn, or wearing a perky mask. He didn't feel like he deserved to be seeing this. Not like this, forcing his way into her head…because he needed encouragement, cheering up. Advice. He was supposed to be the be the hero dammit.

"I don't suppose you're here to be my hero huh…?" She finally asked and if he had a heart it would have stung like a cherished someone someone had run a dagger through it, but he couldn't lie to her, never to her, not fully…at least.

"Sorry...I actually needed you to be 'my' hero right now…" he said, and felt awful for it. Couldn't he stop being so selfish! He should focus on getting her out of her own head, not make her listen to his problems!

Her face morphed into one of confusion while he all too happily chastised himself internally, before she brought up a hand to mask her grin, a soft chuckle escaping her lips.

"What did you do?"

"After you ended up in a coma—"

"Ah! I had figured that attack of his messed with my head, but I wasn't sure to what extent."

"Er-right? Umm, so you're in a coma. I had a little disagreement with Max, and I haven't seen him in...well it hasn't even been over a day yet."

Her smile became one of the knowing variety as the room grew brighter around them, a soft velvet sofa rose from the floor and she happily sat down on it. The room was brighter now, not a basement, but instead a therapy studio, with large windows that let stinging sunlight shine through.

"And now you feel bad about it…? You feel like you overreacted."

With no words, Ghostfreak mutely nodded his head. He wanted to reply with a flat no, but how would he truthfully know if he had overreacted or not? He was after all, biased in regards to this.

"Hmm...I agree. I'm assuming you left because suddenly I wasn't around. A person who never really questioned you."

The room grew warm, comforting. The hard concrete floor replaced by a vibrant orange carpet and a floral pattern lining the walls with posters of varying geniuses from the ages scattered across it. A desk rose in the corner stack high with thick books on psychology and engineering.

Mandy shifted in her seat, "We've...we have known each other all of what? Three weeks? And of that time, we've been dating for a measly three days. You abandoned your friend Kevin, and your family...do you really place that much worth in me...in us?"

He wanted to argue that. But he doubted she'd be so willing to let him use time spent with an alternate universe version of herself in this example. But...he did put that much worth in her. In them. Every time he wanted to give up, just vanish off the face of the universe and let Vilgax do whatever it is he wanted...she would remind him what was on the line. Regardless if she was actually there or not. Why he needed to fight, why no one else could. He didn't have a mouth...but if he did, he reckoned it would be pretty dry.

"You have no idea…" he finally settled upon saying. He was only supposed to come say hello, get her to encourage him and then leave,not stick around for an impromptu therapy session!

"Benny...we're kids. I'm older than you, by a year, but still a kid. And as sweet as it is...where is...where is this faith coming from…?" She asked, leaning forward, a very soft touch of pink coloration on her cheeks.

If he currently possessed the means to do so, he would have nervously licked his lips and stammered his way through a diversionary response. He would have gulped. He would have looked away sullenly. He did do that last one.

"There's—There's something you aren't telling me? Aren't telling any of us?" She inferred and he chuckled bitterly. She was too insightful for him. For anyone. For her own good sometimes.

"I'm not...I'm not Ben."

"But your not a computer program from the omnitrix either." It wasn't a question he noted, amusement flickering in his single eye for a moment.

"Honestly...I don't think so. But, before I was here, ten years old. Doing hero things during the summer...I was just some clueless nobody having too much fun with alien technology."

Mandy resettles into her chair, more than happy to let him go on.

"I'm from...hopefully not the future, not really, not anymore. Maybe...some alternate universe. Things went a little...sour, to put it mildly."

"Spare me the details for now. I'm guessing you and I had a relationship of some kind in your original universe?"

He blinked at how readily she took that answer, but not the one where he was a sentient program of the damn watch?! He nodded, but felt the sudden urge to elaborate, if only to feed his nostalgic senses.

"You never did give me a clear answer there. Every time I brought it up you'd ingeniously derail my train of thought. Truly, a menace with cunning and beauty, what hope did I have?" He laughed, recalling every single excruciating time he'd attempted to extract the answer only to be ignored and fixed to forget his line of questions in favor of making out with the only girl he could say ever truly caught his eye. Idly he wondered if that would remain true here. He hoped so, he'd feel awful if he started looking at other girls even slightly like he did to Mandy.

Mandy giggled, "Right. So you must have been thrown through a real loop when I asked you out then?"

"I was, partially, but there had been differences between you and 'you' from the word go."

Her smile widened, and she seemed to glow at that.

"As much as I'd love to hear about all this…it sounds like you still have no clue what to do with Max and company. Not really at least."

"I had...an idea…" Ghostfreak softly muttered.

"You were going to tell them?"

"Huh? Well, no. Bu—"

"But nothing. These are you family and friends here. If you can't trust your fellow heroes...who can you trust?"

Mandy blinked when she received a look from the grey aliens single violet eye. She couldn't keep the smile growing on her face but hid it well enough behind her hand as she pinched the bridge of her nose. Sighing the whole time.

"So...if I asked you just forget about the outside world? To stay by my side for however long I was here…?"

"I'd drop everything without a thought." He said, not a second's hesitation, not a stuttered word to be heard.

She had to blink before laughing at him, "Careful Benny. You should know me well enough to understand how much I like manipulating people. I might not always be this paragon of morality you seem to think of me as."

Ghostfreak laughed. At his own risk since she seemed at least partially serious, "But isn't that what this was about, at first at least, to have a hero wrapped around your finger? If it meant you'd keep me close I...don't think I would mind."

She blushed. She clearly wasn't used to being found out in her malchination, "It might have been."

"Ah, so it was past tense then. Meaning now it's something else that keeps you around. It's my good looks right? My charming sense of humor?" Ghostfreak asked, posing and showing himself like a work of art.

Mandy had to admit that none of the aliens she'd seen her Benny become so far were outright repulsive, not even Bellgax, the fact that he'd picked the one with seemingly the most bland form to make the claim was laughable.

"You don't have to tell them. Not yet, but eventually. If anyone deserves to know. Really deserves, it's them."

"I wish I could have you there with me…" Ghostfreak said, the mood suddenly melancholic. Because he didn't think he would—could—tell them if she wasn't there. Where had his backbone gone?

Mandy stirred in her seat before rising to her feet and closing the short distance between her and her hero. Her arms wrapping around the ghostly aliens waist before she pulled him down and placed a quick kiss on his cheek, well, more or less since he didn't have a proper 'face'. As she pulled away and put her hands behind her back she hummed in thought.

"Does it count as cheating since your an alien but still technically Benny?"

The apparition laughed himself hoarse before he grew drearily silent. His hand reaching out and patting her blonde hair.

"I'll be back to visit as soon as I can. If I'm lucky...you'll be awake before then. I spread my influence wide but I can't seem to force you to wake up in a safe way."

"Your aren't the luckiest individual if I had to guess." She threw at him as he began to sink into the darkness.

"No, not quite, but hey! I can hope!" Ghostfreak called back as he vanished from the mental worldscape and reappeared in the real world.

He turned to the sound of pounding on the door and as he willed it, the remanente ectoplasm returning to him allowing the door to swing open. The figure of Vince came crashing though, looking dizzy and tired. Obviously exerting inhuman amounts of effort to enter the room. It would have been admirable if not for the sickening reason behind his devotion. Vince felt his head throb but he quickly realized where he was and rocketed to his feet, only for a hand of long slender fingers to tighten around his neck and a single violet eye to stare into his own blue. Both had appeared out of nowhere, and a stray thought came to mind as he tried to figure out just what sort of aliens his was. Harder to do while being choked to death.

"We...need to talk." Came the rasping voice of the enraged ectonurite, as he suddenly recalled.

The ex-plumber grunted as he felt himself become intangible and pulled through the ceiling and dragged up onto the hospital roof,paying no mind to the many startled patients they passed on the way, and the one religious woman screaming her head off as it appeared to her that two spirits were ascending. His assaulter jostling him swiftly before throwing him away. The humans back colliding with the guard rail of the roof. The hollow metal pipes denting inward from the force of his landing.

The now pale faced human gasped as he lost sight of the ghostly extraterrestrial, his stomach sunk as a force tightness around his ankles and he found himself dangling over the edge of the hospital.

"Ah! Stop!" Vince pleads. He had no gear on hand to fight this threat.

"What kind of a sick and pathetic bastard are you?!" Ghostfreak snarls whipping around and throwing the man across the roof.

With a pained huff, the man gets to his feet and does his best to keep the alien in his sights, he only had limited to no experience with this particular race, he had to be careful.

"What are you talking about? I have no idea who you are!"

"But I unfortunately know who you are! And I shall only extend you the privilege of a single warning. If I ever find out you've done anything more to Mandy...there exist not a force in heaven, hell, or all of the universe that could keep me from skinning you." The ghostly figure says before vanishing, leaving the stunned and scared Vince to think over his life choices, as he dangled for deal life from the guard rail on the hospital ceiling.

**June 20th, 2005 19:19**

Kineceleran were amongst the fastest moving known species of the universe, doubly so for those select few of the species that had developed their knowledge of their inborn ability to generate extra kinetic energy, or their 'Kinetic Stream' as one famous Kineceleran had dubbed it. So, being amongst the fastest moving species meant a lot of things, one of them being that a casual jog for them where still speeds that would likely rupture organs or lesser species. But that was just something he was using to occupy his mind as he slowly, to him, made his way toward the location of his relatives, the tracker he had made a few nights ago as Grey Matter suddenly being put to use was great, even if he had to 'borrow' someone's phone and tear it apart to make the proper device capable of receiving the signal. And so it was that he now just had to go and find said relatives and somehow make this all seem like nothing. He had originally planned on just taking a few extra days away before returning

The casually jogging Kineceleran came upon the new Rust Bucket (the name no longer fit the RV) and paused at the sight of the damaged parking lot, crying Gwen, and worried looking grandpa Max.

His faceplate hissed as it rose and his golden eyes looked over the scene.

"Grandpa? Gwen? What happened?"

Before Max got the chance Gwen turned her tear stained eyes on her cousin and bared her teeth.

"Where were you! Why weren't you here to save him!"

He arched an eye ridge at the exclamation and looked toward his grandfather hoping for some context. He had a feeling he was in for a very long night...


	16. Nullvoid Adventure

**A/N: **_So I've been gone for a quite a while, and I'm sorry about that. If there's anyone still interested in this story, I hope you enjoy the chapter._

**June 20th, 2005: 19:17 [Null Void]**

It felt like someone had licked him all over, nibbled on all his exposed flesh, and spat him out.

It was a feeling that left him numb, left him tired, and left him angry. Biting angry, considering his iron lips was denting inward from the force of his bite.

It took another solid minute for his vision to clear and for the surroundings he was seeing to become readily apparent. He was standing atop a vast plateau, the cliff wall at the far end seemed to stretch upwards toward infinity and he had no desire to approach the ledge and see how far above ground he was.

His metallic body faded away as he returned to being simple flesh and blood, a soft buzz crept along the underneath of his skin. Whatever the thing that brought him here did it seemed to double or triple the current charge he was holding in, and sudden extra power made him very wobbly on his two thin legs. His body coming down, a sudden weight that he couldn't really feel before pressing on his shoulders, his bare hands touching the flat rock, only now was he realizing just how smooth the surface was, almost like glass. His Palma trembling as the force continued to bare down on him, his forehead soon joined his hands touching the ground and not long after that his entire body was flush against the strange earth. A soft thrumming could have been heard, he would have looked up but he found himself very incapable of performing said action.

"What's this we have here? A new tenant, full of fear?"

The voice that spoke was deep and had a vague gravel after effect. Each word had that sort of weight and rumble.

"W-who's there!?" Kevin barked, the pressure on him made it hard for his lungs to expand and fill with air.

"Who is there? Clearly I, are you not aware?" Came the deep voices reply.

"Agh! Why can't I move? Who are you!?"

"I am Mars, and you are held bound by the weight of my stars."

Kevin wanted so very badly to stand and punch whoever it was that was being a cryptic douchebag that was speaking to him in rhyme. Pertaining to that…

"What's with the rhyming anyway?"

"Hmm? A verse not unlike another, should often sound alike to its father."

The weight seemed to lighten, just slightly, enough for Kevin to force his head to turn and he had to admit it. This was by far the strangest sights he'd seen in a long time. Standing not ten feet away from him was a humanoid shaped creature with glowing blue eyes made out of smaller red rocks and a few more rocks floating around him.

"Left speechless it seems? Preferable now, than to hear your screams."

The eleven year old crime fighting half alien grunted in acknowledgment of the statement. His eyes were still going over the oddly out together form of the sentient standing opposite of him. The way the rocks so perfectly fit together, the strange blue glow to his eyes, the way he wasn't affected by the weird weight.

"Ugh, how come you can stand no problem?"

"Master of gravity I am. Explains much little lamb?"

Another grunt escaped Kevin, "Well! Could you turn it off!"

"Truly, you wish it gone from this place? No more weight to occupy this space?"

"Yes?"

And so without a word Mars have the slightest noncommittal shrug of one of his shoulders and a very soft flash of his glowing blue eyes did just that. He banished the presence of all gravity from the immediate area and Kevin found himself suddenly floating up.

"Huh?" He asked, a dumb expression painting his features as he tried to make sense of suddenly not feeling...any weight at all.

"It is as you asked. I have completed, what I have been tasked."

He growled, and he really wanted to walk over there and sock the humanoid rock pile for being a smartass, intentionally or otherwise.

Though he didn't receive the chance to make his discomfort known as a sudden swoosh sound filled his ears and suddenly a new figure was present. He was another tall humanoid-ish with three fingers and toes, long slender arms and relatively average length legs, the three toes in each foot looked more like talons you'd find on a bird however. His flesh was a bright red with black along the folds of his torso and two larger black lines going across each shoulder, a bright yellow film that looked like something of a wingsuit was strung between his arms and ran down to a nub that looked to have once been a tail before being shortened. The figure had two bright solid green eyes and a wide mouth with black lips and a weird crest of golden scales that only had one prong coming up over one eye while the other had been obviously snapped off. Upon closer inspection Kevin noticed on his left hand one of the fingers was missing. And he had a few scars running across his thighs and right side of his abdomen.

"What's dis' bout Mars? You gettin' your kicks from messin' with hatchlin's now?" He spoke with a voice that had a vaguely Boston accent, overlayed with the effect of someone who smoked a pack of cigarettes a day for forty years.

"I torment naught. I simply exercise a thought. For my abilities have been taught." Mars explained...mostly.

"Right, what bout you hatchlin', you gotta name? Maybe a reason for messin' round with Mars here?"

Kevin grumbled, "M'names Kevin and I didn't do anything!"

"Nothin? Then how'd you end up here? Not exactly a hop skip and a jump in either direction ya'know?"

"That asshole Phil shot me with his Null Void gun!"

The Aerophibian whistled, "Don't know nothing bout a 'Phil' but if dey got a Null Void gun, then deir eider a plumber, or one hellova well armed thug."

Leaving crossed his arms, still just kind of floating a few feet off the ground, "Whatever, you guys know the way out of here?"

The Aerophibian looked back at Mars. The Galilean did not however share in the mirth his red skinned friend was feeling. In fact the winged alien began to laugh near instantly after hearing Kevin say that.

"Sorry ta' break it to ya' but dere ain't no way out. It's da' Null Void kid. You don't just getta' leave."

Levin felt the blood leave his face, and he may not have had the best tan in the world but he wasn't exactly pale either, so when his slime turned white as a sheet the two observers each rose a brow. They were very unaware of what species the kid belonged to. Kevin rose both hands to his face…

"No...no way...I...I can't be stuck here!" He cried out. Very angry even at the implication.

"Ey!, don't blast da' messenger. Just da' way things got dealt. Best ta make da' best of it."

"And how the hell do I do that?!"

"Well...I'm Ares, how bout we get ta' know each-odda for startas?"

**June 20th, 2005: 19:20**

It could have all been so simple. It SHOULD have been that simple. But of course he leaves for NOT EVEN A WHOLE DAY and someone manages to get themselves stuck inside the Null Void. The damn Null Void of all places!

Gwen was hoeing daggers at him, Max had gone over to check on Phil. Six to ten the guy would likely need emergency care soon.

XLR8 hasn't yet reverted back to his human form. This was slowly becoming a bad habit...but he felt safer knowing he could run away from the magically empowered girl with three of seven Super Magical artifacts known to wreak havoc and render reality a crumpled mess like one could crumble paper. So he chose to remain in a form that promised him an easy getaway...it kept reminding him he was doing just that. Running away, and what has that gotten him? Another close friend in peril. Wonderful. What next? Vilgax returning with his new partnership with those slimy pricks of the Incursion Empire…

XLR8 looked to clear sky above and shuddered at the thought of several Goliath class war ships descending on his planet...for the second time…

"Are you even listening?!" Gwen suddenly roared, apparently the angry ten year didn't like being blatantly ignored, who knew?

Instead of instantly barking back a fed up reply—because he was fed up—he leveled a glee at her that said words a hundred times clearer than he could. He needed time to think. He needed time to form a plan. He needed time to reverse engineer some McGuffin that would bring back their osmosian buddy. Which was a lot of time that they did not have. Which meant he had even less of it to waste listening to his young and obviously upset cousin spout worthless worry at him.

His gaze turned over the files and with a sudden rush of wind he scoured the entire lot until he found it. Phil's Null Void gun. Such a tiny thing, the cause for so much issue. With a growl XLR8 rushed over to Gwen.

"Tell me exactly where Kevin was standing when he was hit by this thing." He said. His voice a calm hiss as he demanded the information.

After blinking away the minor surprise she lifted her hand and pointed a finger to a spot, four paces from them, with no discernible marking figuring out where Kevin had been struck would have taken ages...he needed Clockwork bad.

With a flash of green his body went from that of arched lizard like alien to that of the amphibian intellectual powerhouse. Grey Matter.

"Huh, I've never seen you become this one…" Gwen said, seeming to have cooled off. At least partially.

The grey scaled alien looked up, his toad like eyes shining under the moonlight, "I don't get many chances to use my intellect to resolve situation, most unfortunately. Usually a problem is simpler to resolve by bisecting it."

Gwen shuddered at the implication. She hoped to never be present the day he went through with that...she hoped that particular day would never come.

The tiny gray sentient pulled the final wire around before smirking in victory, suddenly green flashed an a Petrosapien stood to his full height, gun in hand, the finger on his free hand twitched and a small mound of crystal rose from the earth in three segmented pillars. Diamond head had just used his powers to crest a fact looking tripod. It would have been funny if the situation weren't so dire.

"This," his voice that rang like crystal wind chimes began, "is a Null Void projector. It'll open a portal for me to enter, find Kevin, and then let us back through."

Gwen rose a brightly colored brow high into her forehead, "Why do you need to go in at all?"

It was hard for the stone faced alien to express much of anything in his rigid structure, even raising an eye ridge was difficult. So he just sighed to convey the pointlessness of the question.

"The Null Void houses countless numbers of rogue aliens. Feral and intelligent ones alike. So it'll open a portal, I go through, and twelve hours later, it open again and me and Keven return. Simple."

Why twelve hours? Because Grey Matter decides that was the most appropriate and stable time Gaye for the portal to handle. Too early and he may not be ready to return. Too late and that could make complications. This seemed the best bet.

"Alright, but why did you need to set it up here and to know where Kevin got...shot?" She asked, very unsure of how to say the part at the end.

"The Null Void works like a parallel to our world. It's very vast. But like a parallel things are mirrored. Like space. Opening the gate from where Kevin was blasted brings me closer to where he may have ended up meaning less searching. Depending where in the galaxy you open a Null Gate you could find some very interesting landscape. There's an entire section of the Void filled with these floating rocks that serve no purpose than to litter around that particular area."

It was all very fascinating but…

The bright crimson ray shot from the lens of the gun at that moment and he only had a minute twenty two seconds to get in before it destabilized and shut down.

"Make sure to be here twelve hours from now and that b one messes with that gun!"

Was the last thing Gwen heard before Diamondhead ran through the portal.

**June 20th, 2005: 19:23**

Mars suddenly stopped and looked away from a jovial Ares and Kevin. The two had found some common ground bad mouthing each other. But Ares wasn't the type to ignore an attentive one like Mars getting sidetracked.

"Something wrong there rock head?"

"A new weight in my domain. A sentient that promises pain."

Ares raised an eye ridge before sighing, all the while dragging a hand down his face.

"Hey squirt, keep Mars company while I go let whoever this is know he's in the wrong neck of the Void."

Kevin said nothing as Ares took to the skies.

**June 20th, 2005: 19: 23 [Null Void]**

Golden glowing eyes took in the vastness presented before him. He stepped out of the slowly closing portal and onto the craggily rock of some mountain. It was an odd sight to see again after so long without it. He recalled the Grand Erasure event…

Vilgax was no fool, he knew what would happen if any sod with a Null Void gun got within—the arguably pitiful—range of the beam, he'd be trapped for as long as it took one of his own to find a means to release him.

The fact that Vilgax wipes an entire dimension from existence was...sickening.

Once more he scanned the immediate area and after finding no instantly observable threat he flashed green and transformed into the tall black and blue lithe moth man. Big Chill.

Taking to the...technically skies...he began his search.

It was, an odd beauty. Quiet and serene sights. Tall and ominous mountains with several plateaus a piece. The whole thing screamed perfect hermit recluse. And if he didn't have a universe to defend he might not mind retreating to some far found corner of the galaxy. Maybe…

His internal thoughts were cut off as a green ray air passed his face and a war cry pierced his ears, he was suddenly tackled.

The red blur balled into him and the two aerial beings spun around. Their opposable digits and maneuverable arms wrestling for control until Big Chill breathes out and the assailant yipped in fright at the sudden drop in temperatures. The red ones grip faltered and Bug Chill didn't hesitate to rip him from his person and throw him to the ground below, following closely to prevent the red figure from fighting himself before collision.

Good thing too considering the red one moved to do just that before gasping as the omnitrix wielder sunk his left foot into its abdomen. The smooth ground cracked from the force.

"Not very nice...attackin someone like dat for no reason…" Big Chill said in his cool and distant voice. His large nearly glowing eyes staring clean through the green eyes of the alien that assaulted him.

"Gah! Get off! I'll show ya' what for you dam spoinka!"

With a condescending head tilt Big Chill moves his foot to the chest of his opponent and applied a slight pressure.

"Argh!"

Maybe a tad more than slight.

"Listen to me air-skimmer. I'm looking for someone, and your getting in the way of that. If you want to keep alive...you should reconsider bothering me." Big Chill very calmly explained as the temperature dropped around them.

The red Aerophibian beneath his heel chuckled, "You should try ta' be friendlia. You never know when you might need one or two of dose…"

Big Chill never got to ask what that meant—though he kind of figured—when sudden gravity packed on more than a few pounds. His breath left him from the sudden exertion. His chest met ground and he could barely wobble his arms, forget about using them to push off said ground. Though it looked like whatever was afflicting him was selective in its targets…

His eyes moved back to the ground where they began to take in the yellow glow coming from his watch, whatever this was...was apparently rich in somethings DNA signature!

"In my domain you trifle, who are you to be so vile?"

The omnitrix wielded would never reply to that question as Kevin popped out from behind the rock aliens leg and spoke with surprise etched across his face and saturating his words.

"Kälte?"

The two aliens looked back at the boy, "You know dis turd Kev?" Asked Ares, his glare turning back to Kälte—Big Chill—upon mention of said turd.

"Ah Kevin, you saved me a very irritating search. Now then, friends or foes?" Big Chill inquired, the pressure leveling out since the rock one seemed to occupied in other mental activities.

Kevin for his part had completely failed to recall this particular discussion from before, where in they discussed quick and easy to discern signals to identify opponents and such. The boy seemed a little out of it this evening. Big Chill took his lack of reply for a positive in aggressive company category. Though he couldn't very well start transforming, if they figured out he was the omnitrix wielder, well…

Ares bent down and growled in his face, "Shut it, whadda you want with Kevin?"

The Necrofriggia grinned before going intangible and sinking through the rock. Ares and Mars both shared a shocked look before a hand, still intangible, came up and grabbed Kevin's ankle. The boy let out a loud yelp in shock as he was quickly dragged into the rock.

Kevin would never be quite able to describe the traumatic experience of sinking through rock like he had just done. But when he was pulled through to the other side. Apparently the mountain did have another side. He was all too thankful to be released.

"So...making buddies?"

Kevin turned to face Kälte. Not entirely sure of how to react to his presence. So he decided on the reasonable course of actions.

Raising his hand and letting out a quick but agitating burst of static to shock his pal.

"Gah! What was that for?!"

Kevin smirked as he waved away the remaining static from his flesh, "You just up and left. Uncool bro."

Kälte shook his head before letting his weeks wrap around him to form his cloak like cover.

"Didn't realize you cared. Anyway...we have some time to kill before the portal home opens. Want to fill me in?"

"In? In on what?"

"Red and rocky up there. What's their deal?"

Kevin crosses his arms remembering his bread talk with Ares.

"The red one, Ares, and the rocky one is Mars, they live on this mountain range. It's their territory."

Kälte crosses his arms before his body stilled. His gaze became set on the distant horizon. It was peppered with more mountains. Nearly identical to this one. Problem was...they were moving.

"Damn…" The Necrofiggian palmed his face before reaching over and grabbing Kevin. The boy began to express his given right to swear at the feeling of being made intangible came over him again—

Ares nearly screamed when the pair came rising out of the ground and the boy was tossed aside. The Aerophibian could do nothing when a hand tightened around his throat. The bony fingers cool like grey-iron and harder than anything and they tightened.

"Answers. Information. All of it. Now!" Kälte demanded, his hand extending towards Mars and the stream of ice began at his own heels before quickly freezing the ground on its way to the rock sentient and crossing it up to its 'neck'.

Kevin started at the scene before him. Honest shock chilling his spine. He'd seen Ben do some pretty...brutal things, but he'd never had to see it done to people who had treated him kindly.

"Kälte! Stop it! They're cool man!"

The tall black and blue skinned alien looked at the small boy for a moment before releasing the Aerophibian and gently removing the ice holding the other one captive.

The mood seemed tense for the three aliens, as far as Kevin could tell.

Ares coughed into his fist before glaring at Kälte, the bright solid green eyes of the Aerophibian narrowed as he took in the sight of this Necrofriggian standing before him, and the question came out before he could stop it.

"What a Necro like you doin' so far from da' 'Kaisaar Lands'?" He asked, no restraint on his open distaste for the race.

Kälte raised an eye ridge at that. He had no such memory from his short stint in the Null Void from his current or previous life. But unsurprisingly he didn't much care. What happened in the Null Void could very well stay in the Null Void for all he cared—a distant and quiet part of his mind whispered to him that it wasn't very heroic…

"Wouldn't you like to know...besides, I made it clear that I'm the one looking for answers." Was his curt reply to the inquisitive Aerophibian.

Ares glared harder still before smirking, "Well den, ta bad I dang know nothin' huh?"

Very nearly did Big Chill reach across and punch the smug prick, but instead he let out a calming breath, that happened to be laced with frost that just happened to hit poor Ares in the chest.

"Ah!"

"Try again." Kälte said, arms crossed, wings tightening around his form.

Mars remained silent in the background alongside Kevin, simply observing the interaction before a thought came to him.

"Here to retrieve the boy you've come. Secrets to escape, you surely have some?"

Big Chill turned to look over his shoulder, the rhyming still tad annoying. But for someone who likely had a brain made of rocks and assorted minerals—ignoring Tetrax and all the Petrosapiens—he was fairly smart to come to that particular conclusion so fast. Kevin has made friends with these two. But he had no standing information on them. He couldn't trust them.

The tall black blue alien smirked to himself, "You two don't listen well. My questions get answers first."

Mars has an unreadable look on his face, rather his lack of face, but his glowing eye sockets didn't fluctuate so that meant little expression was being made. Ares looked about ready to blow up at something, someone, anyone, anything?

"Your questions come first then, from the comfort of my den."

With comforting smile, not very comforting considering it was a smile similar to what he would plaster on his face while standing before the Plumber High Council. Which was a quaint way of saying something to disguise his near murderous thoughts. He so loved being obliged.

"Wonderful. First...why don't you tell me why the horizon keeps moving." He said, adding weight to the statement by pointing to said shifting mountains on the horizon.

Mars' blue eyes shine a little brighter for a second as he thought about how to answer that.

"This is my domain. All things act for my gain."

Kälte leaned forward, arms crossed, as he started a little harder, "Try again."

The Galilean shook its rock head, "This place vends to my will, always moving. Never still."

"Clearly. Why?"

"It's is my ability. Control over gravity."

Kälte let out a low whistle before grinning to himself as he recalled the dull yellow light that had emanated from his watch. He didn't want to hurt Kevin's friends, but he had a sneaking suspicion they wouldn't share his sentiment. And fighting to restrain was always a lot harder than fighting...to kill. The black and blue skinned alien looked back at Ares as he sat back to observe.

It was frustrating. That portal would open in a little over eleven hours. In the EXACT spot that he had opened it previously. How the hell was he supposed to find that specific spot when he didn't even know what way was actually up and not just some perspective fallacy.

"Well, since you 'control it' I'm going to ask you nicely to stop spinning the rocks. I need to be somewhere specific pretty soon."

Mars tilted his head and then the shine of his eyes brightened, "It is not within my power. Regardless of where you must be upon the hour."

"What the hell do you mean it isn't within you power?"

"Should I cease to impose my weight upon this region. The scattered few outside would swarm like the Kaisaar's legion."

Big Chill dragged both hands down his face with a frustrated grunt. He had a way to get out. He couldn't be all that far away from the damn portal anyway. He just needed the anchoring point to keep still...and somehow discern which point that was to begin with.

Kevin, tired of being silent, couldn't help but ask, "Alright, I give up. What's this 'Kaisaar' stuff about?"

Ares barked out a laugh before growing silent, "Wait your serious?"

Kevin simply nodded in acknowledgment.

Mars took the pale face of his friend as a sign to explain, as best he could in the only way he knew how, "Kaisaar the Tyrant is one to be feared. Hundreds of quadrants, already he's cleared. Your are foolish to not know if the revered."

Kälte huffed before shaking his head side to side, his gaze going over his shoulder to Kevin and Ares. The two just watching him interact with Mars. It was irritating for him, having to resolve this given that it was supposed to be simple. It was really stupid in fact, considering that if all the places in the Null Void to end up...Kevin just had to end up here.

"Right...well, now I'm just curious, what happened for you two to end up in the Null Void?"

Ares looked to Mars who was humming with internal energy, "Born within the realm I was. Unaware I am of the cause."

The Aerophibian grumbled something to himself before crossing his arms, "I took the fall for my gang."

The Necrofriggian nodded at the reasons. He didn't trust either if these two as far as Grey Matter could throw them, but they had two Null Void Guns. One made into a wonky projector, and the other still fully functional—as far as he knew—so...was it worth the risk of letting these two out even temporarily? What would that do to Kevin seeing as he made friends with these guys?

"Alright Kevin it's your call. What do you want to do?" Big Chill finally said, an uncaring shrug his only sign of expression.

The small eleven year old gaped, he was even wholly sure what he was talking about...in fact.

"My call on what?"

"Do we let Ares and Mars out of the Null Void?"

It was like a mountain coming down. The soft humming originating from Mars sounded like a car accelerating and the glow of his eyes was nearly white. Ares looked stupefied. His wife solid green eyes and gaping mouth with crooked teeth painting the clear picture.

"Whadda ya' mean...der ain't no gettin outta da' Null Void! What kinda' crap are ya' tryin to pull 'ere!?"

Kälte uncrossed his arms. Necrofriggian mas weren't very expressive by nature, unless there were smirking, it was obvious to tell by the upward turn of their mouths' sort of like right now. They way his smirk was so clearly widening, if Ares didn't already hate him, he would have by now.

"I'm not pulling anything. What you see is what you get."

"Shaddup! I've been 'ere nearly two dozen standard years! Dere ain't no way out!"

Kälte—being fairly fed up with this—walked out and placed a hand on the Aerophibians shoulder, who instantly tried and failed to pull away. Big Chills golden yellow eyes looked into the solid green of his fellow alien.

"Are you really willing to pass up this chance?"

"Chances come, chances go," Mars cut in, "You ask us for our trust...no?"

As if catching the message Ares pulled his shoulder free and nodded, "Yeah, Mars' gotta point dere, why should we trust a Necro?"

As much as Big Chill wanted to laugh at the blatant racism he pushed away, simply turning to get finality on this course of action from Kevin. After all, he did leave the choice up to him. The young Osmosian audibly swallowed the growing lump in his throat before letting out a frustrated groan as he raked both hands through his unkempt hair.

"Would you just shut up?! Yea! Let's get them out of here, no get us out!"

Ares and Mars looked between the two before being blinded by the sudden flash of green.

Their gaze moved around for a moment before returning to where the flash originated. Where there had once stood a nearly six foot tall Necrofriggian, was now a four foot ten boy similar to Kevin with long brown hair, tied back into a dangling tail.

"About that...the portal home doesn't open up for another twelve hours, and even then...I don't know where the opening with occur, since someone keeps this place in constant movement." Ben said very pointedly looking at the sentient rock man—Galilean—with slight contempt.

Ares seemed to completely forget their previous encounter. All of that pesky bad blood vanishing in an instant...before a new realization came over him…

"Yer...da' Omnitrix Wielder…"

Ben smirked as he looked at the Aerophibian, the shit eating grin plastered on his face would make anyone want to punch a kid. But thanks to the small fact that he had a super watch on his wrist that could turn him into any number of aliens in an instant made the hot blooded—figuratively—red skinned alien think twice about the action.

"Gee...how'd you guess?" Ben taunted a little more. He wouldn't act to harshly against Kevin's friends, no point, unless of course they swung first. But that was neither here nor there.

"So, Mars. I showed up here roughly fifteen earth minutes ago. I want you reverse the rotation of this mountain field to the state it was in previously, and then when the portal opens you guys can come with."

Mars remained silent for a moment, "My domain would be left for the Kaisaar to consume, I refuse, I shall remain and will not be used."

The three started at the Galilean with wide eyes. Kevin was the least surprised if the three, but Ares was nearly fuming while Ben seemed to be mildly confused.

"W-whadda ya mean ya ain't leavin' why would ya wanna stay ere!"

The Mars shifted his head slightly to look directly at his friend, "Born within the realm I was, this domain to protect my cause."

Seemingly fed up with the frankly foolish reasoning Ares pushed passed Ben, "Are ya' completely insane!" He yelled, his teeth bared and his posture poised to keep moving and grab at Mars for his foolish decision, "Der ain't no way outta ere, and ya wanna just forget about it so you can keep guardin' some damn rocks!"

Ben looked between the two. He knew the level of control this Galilean had over gravity now, to some extent, and the idea of rumbling it out didn't sit well with him. The young boy pinched his nose. He has only begun to see the variations between his own timeline and this new one, and as much as he could understand this Galilean not wanting to relinquish his home, to abandon that one place he's always known. But Ben wanted to go home to his Grandfather and cousin and to be there for his girlfriend every step of her recovery, and as much as Ares seemed like a prick...he sure didn't seem the type to deserve being stuck in the Null Void.

"Both of you shut it. Mars, I'm giving you one more chance before I revoke your choice in all this." Ben spoke as if his words were the frigid winds of the north howling in a blizzard, but Mars stood stock still as they reached his...ears?

"A threat to my person has been heard, beware how you tread lest you be slaughtered." The drawn out monotone added a certain something to the threat.

Ben balled his fist, his eyes narrowed, "Kevin...I hope you'll forgive me for this. Ares, please take Kevin away from here while I...convince Mars."

The eleven year old was slightly torn, he'd just made friends with these guys and now because one of them was stubborn he had to die? And worst still Ben was sending him off with Ares while he handled it?! So uncool!

Ben watched for a brief moment as the two retreated to some far off distance. His green gaze returned to the Galilean as he flashed the alien a smile that didn't reach his eyes.

"Just...keep in mind this isn't personal okay…?"

Mars said nothing as his eyes glowed the brightest they've ever have.

Ben smirked as green consumed him and a new body he's never wielded before became his own. His vibrant green eyes stared out and it felt odd being a living planet. His body was much like Mars except his own form was much larger comprised of green black and white rocks clumped together in a vaguely human shape with small moons orbiting him.

Mars nearly faltered in his steadfast approach, until the sudden weight and perspective of gravity changed axis and he was sent flying back. His rocky body cratering against the mountain wall.

Green overcome Ben as he shifted forms from his new Galilean to a buzzing and speedy Kineceleran, the world became a blur as he rushed forward and used his pincer like claw to repeatedly stab into Mars' center is mass, though it seemed slightly fruitless as he barely chipped away any of the earth at all.

The gravity seemed to catch up as Mars perception did. Green flashed again and Ghostfreak became intangible, his untouchable hand sinking into the 'skull' of the rock man, only for Ghostfreak's single violet eye to widen, there was a mind...but no brains for him to scramble. He could instill nightmares, but he didn't think Mars was a much of sleeper.

With a grunt he withdrew the hand and raised into the air before shifting form into Diamondhead, his feet close together as he dropped twenty feet onto the still standing Galilean. The loud crack and shattering sounds of stone reached his ears, and he stared happily at his demolished foe, only to be lifted and smashed into the wall before being thrown away, his golden eyes catching sight of the rocks coming back together and reforming. He grunted to himself as he changed shapes to upgrade and splattered against a floating rock, his single circular eye narrowed in frustration. This was going to be a tedious fight.

**June 21st, 2005: 04:00**

Gwen rubbed at the growing ache of her eyes. Her eyes kids struggling to remain open and for a moment longer she held back sleep as her head nodded forward and backward.

"For someone who sleeps a lot, you sure are sleepy pumpkin."

She nearly let out a yelp of surprise at her grandpa's sudden appearance but held the girlish scream inside as she turned to look at the man. His entire person screamed worry, it had been that way since he had returned from dropping Phil off at the hospital. Speaking of…

"So...Phil…?"

"Hmm? Oh! He'll pull through, though doctor says he might never walk quite the same, a cane is mandatory."

Gwen felt like she should have been suffering from guilt, but unsurprisingly it was more than a little difficult to feel ANYTHING other than anger towards the person that sent one of your close friends to an alternate dimension and then becomes the cause of your oddly behaving cousin to go after said friend into said dimension. So she turned her face back to the gun lying in the concrete, sour frown hidden from her grandfathers innocent eyes. More or less.

Max swallowed and moved to comfort the girl, maybe try and direct her path, when they both heard a sudden rumbling and both turned their heads to the sky above.

A ship poked through the cloud barrier above and it's four thrusters worked to keep it steady in its slow and controlled descent to the earth.

Gwen stood up instantly as a blue and purple glow came over her hands. The power coming easier to her now than before. Though at the moment of crisis she wasn't paying much mind to the growing whispers after he back of her mind.

The ship quickly landed and turned half the parking lot worth of cars into aluminum pancakes. The side door hisses as it comes apart and the tap unfurls. The light spilling out surround the figure and cast an ominous shadow, a tall silhouette stands there with...a much short and pudgier one to its side.

After a tense second the figure comes down and a pair of golden orbs stare at Gwen. A grin smile graces the figures face.

"Don't suppose you'd be happy to see me again huh?" Tetrax asked as he waits at the end of the ramp for his pilot and long time friend, "Oh, and this is Gluto, my pilot."

At this the orange-pink-peach colored blob with three pale yellow eyes surrounded by black squeaked and made several noises that seemed to have some sort of a pattern of which indicated some sort of foreign language.

Max looked at the bounty hunter with mild eyes but Gwen was somewhere between glad for some familiarity and disgusted at seeing this guy that tried to kill her cousin.

"What do you want?" She finally decided in asking, the glow around her hands dimming just slightly.

"Ah, I was in this sector aagain recently and decided to drop by and see Ben, under better circumstances considering how our previous meeting went. The ships nav computer detected the Omnitrix being used most recently here in This area…"

Gwen looked back at the Null Void PROJECTOR Gun and then toward Tetrax. A sudden fear rising that the seemingly friendly rock man wasn't so friendly after all.

"He's busy. Come back later." She adamantly declared, arms going to her side after becoming too tired to hold up.

The Petrosapien raised a crystal eye ridge and then the gun on the tripod caught his eyes as he sighed and palmed his face.

"Why do I even bother…?" He asked no one took a step back to a tie toy wait the explanation he was sure to receive from his human 'allies'.

**June 21st, 2005: 06: 56 [Null Void]**

Mars looked up just in time to see the mountain come down atop him. The earth below rumbled and cracked and in some places simply turned to dust as the overbearing weight destroyed more and more of the Galilean body.

The blue glow of his eyes waned and flickered as he forced as much of the weight off as he could, only for it to double down. The rocky texture rumbled and changed and suddenly turned to the shape of fingers as it gripped his 'head' and pulled. The rest of his body remaining behind and his blue eyes looked into piercing golden green. In the last few hours of constant pushing and pulling against the omnitrix bearer. He had learned one thing...his weight was light compared to this ones.

This was his last thought as the pressure surrounding his cranium grew until eventually. Mars was no more.

Miles upon miles of the field that had once been the domain of Mars rumbled in loss and grief for a second before Gravattacks will overtook it and dug deep into it. He could see-feel-BE, everywhere and anywhere. His control remained absolute until he found it, the spot, that so very important spot. His will pulled in the realm, the rocks stopping and beginning their movement in reverse, hours had passed but their starting placement was so familiar to him it wasn't even a question. The location embedded in his mind he transformed into the ghostly form of his grey skinned apparition and took off, he had to very quickly find Kevin and Ares before their window closed. For good.

The two seemed frozen. Ares having just seen his long time friend be turn to dust, and Kevin at witnessing what was essentially murder. But they had no time for either therapy session right now as Ben phased into Ares body, the dark cracks formed around his eyes and the Aerophibians usual eye color shifted to that of a violet variety, and as soon as he felt he was in control lifted himself into the air—it was second nature as he recalled the past memories of using this form, his feet grabbers latched onto Kevin's shoulder and after the Osmosian boy cried out in a slight panic they were off toward the portal.

The two slammed against the portal and just like that, they were free.

Ares had to blink as it felt like something had just spent a full minute nibbling on him. But then it hit him. That air, that light, that off feeling of natural gravity. It was all so new, and so nostalgic. And so wonderfully liberating. The Aerophibian fell to the earth in a heap, his body a mess as he heaved. The joy and sadness, all too much for him. Not to mention the relief of not having an alien—no pun intended—force controlling him.

Kevin squirmed and slowly the form of Ghostfreak phases through his body, too lazy to go around. The violet eyes looking down at the shivering boy who was slowly going to sleep. But he turned his attention back to another more pressing matter.

The rasp and chilling voice of Ghostfreak pulled the Petrosapiens attention away from the scarred Aerophibian to the Omnitrix Wielder.

"Tetrax. Long time no see…"

The large crystal man swallowed. He'd never been an easy person to intimidate, "Ah, Ben—"

"Ghostfreak. Names are very important don't you know…"

"Right. Ghostfreak, Gwen filled me in."

The sudden bark of laughter from the ectonurite was not expected in the slightest. His hunching form and disregard for the statement scarier than his mere presence.

"Great, I can skip the recap then, since your here...mind doing me a favor?"

"Huh? What kind of favor?"

"Ares here just got out of the Null Void and could use a ride home—or a new job—either works, help him out."

Ares looked between Ghostfreak and Tetrax. This...wasn't exactly what he had expected upon escaping the Null Void. But not entirely unwelcome.


	17. Galdiator Royale (V2)

**A/N: **

_Spoiler: a new alien debuts in this chapter, I won't say which one since it happens pretty early on, but I wanted to say I'm using a different design for them. From a certain crossovers._

_BlackArachnid17: Actually I've never had a beta so...haha? I don't know man. What part seemed off to you? We're there just a lot of typos that I missed?_

**_Edited: 3/12/2020_**

**_(Sixth Doctor pointed out some errors for me, figured I'd correct them.)_**

**Chapter 17: **

**June 21st, 2005, 08:00**

It had been a quick goodbye to his old-new friend Tetrax and Ares, Ben was simply glad to have been able to move in from that little venture into the distorted realm. That is until he couldn't.

"Stop the RV!" Kevin barked upon waking up and realizing they were on the move.

Ben has thought it all so simple. He came back to reconcile, and as his first act back as being part of the group he moved through a different dimension simply to retrieve a wannabe hero who got blindsided by some prick with a fancy gun. So having gone in and rescued the boy from the fire—as it were—and returned back home he had come to the executive decision that it was all settled. But of course he'd given Kevin too much credit. The boy was eleven—technically older than him but not really—and he had spent so much time alone by now that of course he wasn't ready to play someone else's game just like that. Ben suspected he'd raise a fuss about it or that maybe the boy was harboring negative feelings toward him but he had to assume that they could work past it.

"Kevin? What's wrong?" Gwen asked, reaching her pale hand out to the boy who smacked it away.

"I said stop the RV!" He roared this time, static dancing over his skin and causing the Newly improved RV to rock side to side as the battery was fried.

The sudden lack of electrical power caused the machine to stall and forced grandpa Max to pull over to the side of the road—fortunately they'd have a pretty view of windmills while Kevin and Max fixed this.

Leaving pushed past Gwen—Ben has stood up and moved to confront the boy when he dared slap his concerned cousins hand away.

The dark haired youth rushed Ben, his hands taking fistfuls of the boys white shirt and with his frustration came harsh tugging and forceful shoves until they were against the door. The latch holding it closed creaked before snapping open and causing the two to fall out of the recreational vehicle. The tumble didn't last long and the second Ben felt his back smack against the densely packed dirt beside the road he stopped holding back and let himself be engulfed in the green glow of his favorite device.

Kevin was sent sailing through the air and rowing through grass as Four-arms stood to his full height.

Max and Gwen came rushing to the door, the fiery haired magic wielding girl was stupefied over why Kevin had suddenly become so hostile. But Max didn't waste a second in attempting to stop the fighting before someone—likely Kevin—got hurt.

"Boys stop!"

Kevin glared at the looming red skinned alien. His anger switching between Ben and Max. The current growing and expanding over his skin and condensing in his palm, the static chirping with repeated crackles as his narrowed gaze tried to focus on one single target.

Ben instinctively moved in front of his grandfather and gave the osmosian a hardy glare.

"What's this all about Kevin?"

The eleven year old couldn't stop his eyes from widening—he couldn't believe Ben was trying to either play this off or was so stupid or psychotic as to not understand why he would be angry about him murdering someone!

"Don't give me that! You killed Mars!"

Max and Gwen shared a look as they stared at the stoic red skinned aliens back. Waiting to hear his reply to that accusation—and as much as they wanted to believe it false...Ben had proved to be a tad ruthless against his enemies. Almost sadistically so.

"Yeah. I did," Four arms finally relented the information and took in the sour look on Kevin's face, "and what would you have had me do? Let us stay stuck in the Null Void?"

The static ball growing in Kevin's hand pulsed not unlike a frantic heart beat. His twitching brow a growing sign of his burning anger.

"I could've talked him out of it or I could have convinced him to come with—"

"Grow up Kevin!" Four arms snarled. Finally begging his walk forward toward the boy, "you knew him for a hand full of hours and your acting like I killed your puppy. It was his way or no way, I had to do it."

Kevin clenched his jaw as he felt his eyes sting from the strain of keeping them open and in the large alien.

"You're wrong! He wasn't a stupid puppy! He was a living person!"

"Wrong." Four arms cut in as he was starting to approach grappling range, the static ball in Kevin's hand now about the size of a bowling ball, he had to admit it made him slightly nervous, "He was a living planetoid. Trust me, I am one now, and he was never going to change his mind."

Finally Four arms stopped walking and reached out to grab Kevin—putting aside his worries of getting shocked. Either he would tank the attack and move on to calm Kevin down and return the status quo, or the boy would see reason and dissipate the attack himself.

Kevin's looked up as shadows masked his hate filled eyes, "No."

Seemed he was closer to home the first time around. Seeing as once the child gave his one syllable reply he'd let loose the attack. Letting go of an apparently super condensed static ball at close range meant a few things for four arms.

His whole body twitched as every nerve ending came alive as blue and white charges of static danced over his red flesh, the veins bulge around his face as he tossed back his head and screamed, all four hands twitching and trying to flail against his restraint as the charge ran through him. In reality it couldn't have been longer than some fifteen seconds, but for the tetramand it felt like a never ending hour of torture. He felt the device on his shoulder begin to vibrate and without any command of his the flash of green consumed him.

Kevin stepped back—even before the flash of Ben's device his own attack had him fearing for his safety and caused him to frantically retreat lest he get a taste of his own punishment.

Once the green light died away the three humanoids in the clearing stared at the smoking form of an ape like creature.

The new alien had the appearance of a thick, muscular sasquatch-like alien, with white, gray, and blue fur, along with a reddish-pink face with pointed eyebrows, and black eyes with yellow pupils.

The body was rectangular in shape—a very blocky or boxy shape, the arms and legs were a dark navy blue with silver colored rods sticking out of the limbs at certain points, the fur covered him from the tip of his head to his waist where it dangled down. It had a gradient effect to it where it went from white at the crown to a line of dark black fur to light grayish blue near the waist. On its shoulder was a gray and white band with black stripes at the top and bottom acting as a band for the omnitrix resting there. His golden eyes looked down at Kevin with an animalistic fury you'd see from a dog looking at its owner once it's been beaten one too many times.

The new alien of the omnitrix looked at Kevin and just as it was about to speak both where zapped off the face of the earth by a bright red beam.

Gwen looked to Max who was equally stupefied.

**Outer Space, ?**

Kevin felt as if his stomach had dropped down to hang out with his feet, the shakiness of his knees and the overall lack of any sense of direction, not even bringing up the sudden drop in temperature, left his immensely disorientated. His ears pop and he can finally hear the deafening cheer of the crowd surrounding him and the automated voice of an announcer, though only the tail end of it.

"—and our newest challenger comes to us all the way from a little backwater marble so far down the tech tree it might as well still be using sticks for tools, Earth!"

He put aside the diss and tried to focus on where he was only to be stunned as it started to sink in. A crowd. An announcer. Challenger?

He'd been abducted! He would have palmed his face but the sudden smack from a robotic limb into his back sent him sailing through the air until he crashed against the floor and into the back panel wall of his ring.

A pained moan escaped his lips and his open palms rested on the the cool metal floor, the hard rivets with an odd charge to them bumping his fingers providing him with a nice distraction from his bruised innards. He forced an eye to crack open to see the assailant, a tall six armed robot with a disc shaped head and a very narrow body stood at a distance from him.

It's upper body was composed of angular bits, with a blocky pyramid shaped torso and slender arms coming from six sockets on the said torso. The arms were essentially just polls with different attachments, the top paid had long dreaded blade, the second set had protruding prong that had a dangerous looking current of electricity going through them, and the final set appeared to be simple grabbers, three digits to each hand—six between both—and the the obit seemed quite ready to use all of them to maim poor Kevin.

And it was then that Kevin realized why the rivers in the floor had the odd charge, the robot moved to and from using a sphere like under body as its legs.

His devilish smile spread as he painfully moved his hand over two rivets, his pinky on one and thumb in the other. His hair moved to stand in end as he drew in the fresh charge, his eyes nearly glowing blue as he felt the fresh juice enter his system. His pain numbed to a distant memory, very much still there but it'd be a problem for future Kevin to worry about and he stood with one hand open and fingers stretched, a current of static running between each digit, and his other hand a simple closed fist.

The droids spherical leg and or legs began to spin as it quickly closed the gap between them.

Kevin would have triumphantly sung his own praise for his genius maneuver but first he had to make sure it worked. His open hand swung out in front of him in an arch and the all the energy in the floor switched, the robots lower body made an audible sputter before it came crashing to the floor with a scraping slide.

With a victorious smirk he extended his hand to it again and discharged his stored energy.

The electric spark danced across the air before consuming the droid, and after a minute of every bulb the machine had flashing uncontrollably it finally started smoking before it's back blew out signifying it was 'dead'.

Satisfied with his win and distracted from the fact that he had been abducted thanks to all the endorphins rushing through his system, he turned to the crowd so he could gloat and bask in their lukewarm praise.

Meanwhile in the adjacent ring, the newest transformation of a certain omnitrix wielder stood victorious over his opponent. He'd quickly taken stock of his changed surrounding—he also noted that they had been grabbed by an orbital tracking and retrieval beam, commonly used by plumbers and other advanced aliens to recover their own from battlefields and the like, though how it managed to lock into two random sentiments amongst the entire populace of Earth was something to think about later—and had noticed both the crowd at his back, the robotic fighter before him, and the massive squared off fights ring Rin he was in. Before he even had to do anything the robot had charged him, and once in reach all the Gimlinopithecus had to do was press its hand against the disc shaped head of the machine and let his lightning do all the work. Within half a second the robot was essentially finished, but being one to always practice caution the Gimlinopithecus tore off one of the robots own bladed arms and used it to spear the machines own head.

The crowd roared its approval at the brutal execution, and though the omnitrix wielder simply shrugged off the praise with a raised hand of acknowledgment before moving, keeping still with so little information to work off of could be his undoing. Just as he turned in the direction facing opposite the wall the announcer began his second speech.

"There you have it! Wasn't that a spectacular showing folks?! Well get ready for more, because next we have a battle royale!"

The omnitrix wielder would have groaned at that, but he was too busy turning around as he heard the wall to his back drop which likely meant another opponent, but instead of waiting for the robot to come at him this time he raised his hands, the static wafting off his fingers, the silver diode on the back of his hand changing the charge and prepping the shock blast, so just as he turned he launched the blast at the target, and instantly a decade of combat experience came to him and called him the biggest idiot in the galaxy, because he'd just broken one of the biggest rules. Never shoot blind!

Kevin was just as stunned to find out that there was another fight to be had—a royale at that—so when the wall began moving down and he turned to face what he assumed would either be robots or robot survivors like himself, he was very surprised to see Ben's newest alien shoring a lightning bolt at him!

His hands flew up so fast it astounded him, and as the bolt connected he took in all the charge, but the sheer amount and force of it sent him flying back with a fresh wave of nausea and a dizzy spell.

The omnitrix wielder hissed at his mistake but figured he'd have time to try and rectify it later. A bold assumption seeing as he had a nearly ten foot tall orange skinned alone charging at him with a heavy looking morning star with dull points.

The ape like aliens had no hesitation in regards to his own strength, but he did however lack farther in his endurance, so he quickly thought of all his available transformation and prepared to change...only to be shocked by the lack of compliance from his watch. He'd wasted all his time with this he realized as the mechanized arm slammed into his gut and sent him sailing, he must have looked so graceful as he spun through the air before landing with a muted thud and a very annoyed groan, and as if to mock him it was as his head bounced off the metal floor did a name for this new form come to mind. Shocking as it sounded.

Pushing up off the floor to the cheer of the crowd the omnitrix wielder knocked both fist together creating a loud static current between them, essentially giving his taxer punches.

His ape like body moved well on all fours and as he neared his opponent he waited just a second for the Detrovite to attack and create the biggest opening he'd ever seen, he reared one arm back and was just about to deliver a kidney punch to end all kidney punches, only for a blast of static force to send him stumbling away.

As the ape man found his footing again he looked toward the source of the blast and saw a very angry looking Kevin.

"You're not the only one who can throw a current Tennyson." Kevin said as he began walking toward Ben as menacingly as possible—which wasn't very considering he was barely a five foot, eleven-year-old with some mildly annoying powers.

"Not Tennyson—Shocksquatch, names are important."

Kevin very much did not care as he prepared for another attack, although his line of sight was blocked as the massive Vulcan with the cyborg arm loomed over him. His massive hand wrapped around Kevin's waist and had him hanging up off the ground.

"A punk with no honor in my arena…" Technorg growled as his grip grew ever tighter, ruining Kevin's concentration and dispelling his charged up form and eliciting a pained cry from the boy.

Before the large Vulcan could do much else a pair of hairy arms wrapped as much around his midsection as possible before he was suplexed.

Kevin fell from the Vulcans now lax grip into the expecting arm on Shocksquatch. The young osmosian had a deep dark bruise already forming around his torso, his head was clouded by many a pained thoughts, the last of which was why someone he'd been trying to beat up had just saved his life.

Shocksquatch looked down at the boy in his arm as he passed out. He'd made

Some distance while his opponent tried to pull himself free of the ground. Which let him get to the far wall of their ring and place Kevin down. Turning he looked indifferently at the orange skinned alien—he also hadn't missed that while he was suplexing said orange alien that his omnitrix had shown yellow for a brief moment. Meaning it was still functional so that was the bright side he was latching onto in all of this.

His metallic rods had a spark jump off of them and a second later his hair stood on end as he held a pulsing hand of electricity. Tearing his arm back like he was about to throw a sports ball he waited for the Vulcan to rise and expose his face slightly before finally launching the damn thing.

The sputtering the alien made was mildly comical but the clear indication of pain was easy enough to see, after about a second or two the shock faded and a smoking red skinned Technorg laid unconscious. Leaving Shocksquatch as the only remaining conscious opponent.

"Oh! What an upset folks—it seems our reigning champion Technorg has been out matched!"

The Gimlinopithecus, was beginning to grow very annoyed. Usually he loved sparring—or a good old round to blow off steam. But being forced to fight against his will? Against others that were likely forced to do much the same? Bah! He'd find the orchestrator of all this and beat their face in.

Speaking of orchestrator, Shocksquatch looked up to see the hover pad with one robbed multi-eyes flat headed alien upon it. And as he looked up at the expectant eyes of what he had assumed to be the ringmaster of all this he came to a conclusion, they likely expected him to finish off his two opponents. A quick look over his shoulder toward the far end of the Arena where Technorg had been fighting revealed the pulpy smashed into the floor remains of some insectoid alien.

With a glare he looked up at the ring leader once more and growled, "Fights over! I won!" He made both points abundantly clear for him.

The insectoid looking alien in fine dark off red robes waved a thin arm around and the crowd seemed slightly out off but still cheered for the spectacle, the announcer declared the end of this hours fighting and that there would be a short intermission. Shocksquatch got on last look at the odd looking aliens eye before the view was cut off by a dome closing off overhead.

With that settled he quickly moved over to Kevin to find the boy with a pained look on his unconscious face.

A scraping sound drew Shocksquatch's attention away from the boy and he saw four mods robots were now closing in on them with one smaller alien of blue skin and four round black eyes with stubby limbs in all white garb. The small extra terrestrial must have noticed the Omnitrix Wielder's disposition because he quickly raised both hands in the universal—mostly universal—sign for surrender.

Shocksquatch wanted to assume that this was a medic of some sort here to treat the winner meaning to extend that participants life so that he may then continue to be used in battles. The Gimlinopithecus scowled. He had no notion of ever being used as someone gladiator style entertainment and he sure wasn't going to play with the idea now. But his pride needed to be put aside while his friend was in a critical state. His limb extended and he lazily pointed at the human.

"Fix him."

The blue alien gulped and looked at one of the four robots, it's body hissed with the ejection of steam as it's joints disconnected and it turned itself from a six armed machine into a fancy looking gurney.

Another robot lifted technorg up and moved away with him leaving Shocksquatch and two robots and the small blue doctor.

Staring down at the tiny alien—he didn't want to assume it's gender—he patiently waited for the doctor to address him.

"And what if you? Any injuries to speak of?"

The Wielder of the Omnitrix closed his eyes and rolled his shoulders, wiggled his fingers and toes, and patted himself for a moment.

"Well enough, nothing some grub won't fix up eh."

With a roll of his neck the tall ape like alien was following behind the medic. He would have asked for a tour or maybe an explanation—but he wasn't in a misleading mood, he'd just start his escape once he was out in the halls.

But as luck would have it, just as he and his new guide with an unconscious Kevin in tow were on their way out, the door slammed shut, and an opening in the floor made itself wide so that a lense with a bright green eye and black mesh all along its length was visible.

"Quite the spectacle you put on...but not finishing up was a bit of let down. It might discourage my dear partings from betting on you and that would dearly dampen my profit."

The voice emitted from the mesh on the long serpentine tube. The green eye bearing down on the tall ape-like alien.

With a scoff Shocksquatch crossed his arms and looked intensely right back into the orb.

"I'm not some theater company to be paraded around and used to entertain."

The lens whirred as the mechanism zoomed in on him, he had no face to betray emotions but the captors interest was slowly being piqued. The blue skinned medic behind Shocksquatch was trying very hard to go unnoticed in all of this.

"So you say, that badge on your arm. Tell me, are you a plumber?"

If the Omnitrix Wielder was so good at hiding his emotions he would have been caught right then and there. But thankfully he was decent at making up lies on the fly when it suited him, usually.

"This thing?" He carelessly gestured with a head nod, "Just some trophy I kept from a chance encounter."

The machine remained silent for a long second before tilting slightly to look at Kevin laying motionless in a gurney. One could almost say the room grew a degree or two colder.

"And what of the boy? Is he too a trophy of some exploit? A slave perhaps?"

A growl escaped from the ape as he looked over the machine that spoke to him, small static discharging off his fur. Kevin was no slave. He was no trophy. He was a sentient who had helped both him and Gwen out so much once upon a time.

"The boy's property of anyone."

"For someone seemingly so practical you sure where quick to rush to his aid. Tell me, why?"

At this point all Shocksquatch wanted to do was change into one of his many forms and tear this ship apart and and this alien, or maybe just roar a massive bolt of lighting down upon his current aggressor. But seeing as he was up till now stuck in this form and an outburst like that would do no one any good he reigned himself in.

"I have a code. And I'll leave it at that."

Vague. Best leave it that way.

The machine moved up and down once more before beginning a slow retreat, "Very well. We shall treat the boy and for his sake, I hope you can conduct yourself in an orderly fashion."

**Outer Space-Aboard: 09:17**

Golden iris' resting atop black sclera. A pale pink face, and a body covered in fur. That was the warped inmate reflected back at him from the polished metal wall of the mess hall. He'd spent the entire break fiddling with the device strapped to his bicep, and giving other gladiators the stink eye when they accused him of being a plumber. It had been a trying test of his patience and he'd need only bare it until he could get his favorite toy working again. It was an odd experience, one he could vaguely recall happening earlier in his life—his previous one—but to have it occur now and like this was very odd.

He must have appeared very odd to the other aliens on board, because he could faintly hear them murmuring to each other about him, or he presumed he was the subject matter at least. But his little theory was confirmed when a firm grip landed on his shoulder, and in the reflection of the metal wall he saw a very sour face. Technorg. The very spite filled Vulcan that he had very deliberately not killed on the battleground earlier today-he had been very sure to hold off on lethal force unless necessary seeing as Kevin was already on his back regarding his actions as of late. Shocksquatch turned to face the alien ready to refute whatever insults the Bavarian had even though he was in no mood for it. That aside the orange skinned alien scolded at him for a moment, a long moment that had a short growl emitting from the scowling alien, before he finally stopped and took a knee before the Gimlinopithecus.

The Omnitrix bearer raised a sole eye ridge in thought before he assumed this to be some pledge or sign of loyalty. But he'd gotten in trouble over this type of thing before so he'd rather specify before he made any conclusion.

"What are you doing…?"

The Vulcan kept himself low and his head bowed and spoke calmly, "You spared my life in the arena. It is now yours to do with as you please."

A short, rough chuckle escaped from the through today the ape-esque alien, "Well then too bad for you I'm not in the habit of collecting slaves."

The Vulcan seemed put off and immensely confused—seeing as his head sprung up to stare in disbelief—the furry alien sitting before him had just rejected the opportunity to have the strongest life form on the vessel as his loyal lackey; it was insane to him.

"B-but! You can't just do that!"

"But I just did." Shocksquatch replies standing to his full height and walking past the alien toward one of the robotic sentries.

His pink palm rested on the robots shoulder and he delivered a mean look into the camera the machine had for eyes, "Take me to my companion."

The machine remained lifeless for a long moment before it turned in place and began its slow roll to the med bay.

The entire walk there was occupied by silence and long stretches of mostly empty corridors. Likely these were halls the fans would use in between shows. But whilst they walked the electric fur ball was far from idle, his spare hand had moved up to his preferred device and had been tapping, twisting, and tugging at the device the whole way, and finally as they reached the door there the familiar looking medical machines stood guard his body was consumed by a flash of vibrant green.

The machines turned, arms extended with long blades protruding from the wrist, their gaze shot over the head of the boy that stood in the place of the previous alien. Where once stood Shocksquatch was now a simple human child. Long brown hair, white and black shirt with dark green pants. When they finally spotted him the most noticeable feature was the wide smile on his face, even though he leaned against the wall slightly, his hand pressed against the cool metal for support. His head twitched and a green eye could be seen through the dark brown bang.

The wall opposite of him hissed as the panel slid down and a black tentacle with a camera for an eye came out to observe him.

"What trickery is this bow!?" The voice of their captor hissed the final word.

Running a hand through his brown locks Ben all to happily looked at the camera, "No trick, just me." He very calmly replied before swatting the camera away and walking past the idle machines and into Kevin's room.

The small blue alien was very surprised to see another human aboard the ship. He was even more dumbfounded when a green flash blinded him and in its place was a lean Necrofriggian, his body became transparent as from behind the machines moved to thrust their blades clean through his torso, but quick thinking was on his side as he had preemptively acted and now as the ice crawled duo the mechanical sentires arms and locked up there servís the cloaked being walked further into the room and gently picked up the small boy who groaned, having not been fully healed, only just barely treated in fact—it was mediocre job Big Chill thought as he huffed a chilling breath that encased the room and much of the hall outside in ice.

When the mist cleared the alien with the omnitrix looked at the ship's doctor and offered no remorse at seeing the small cretin frozen solid much like the machines just outside.

His calm wall betrayed him however, more and more machines came speeding into the hall to no avail. Seems whoever had made this ships defenses had done little to prevent his kind from walking freely. It took no more than a ten minute stroll to reach the escape pods, he'd memorized the universal position of Earth long ago, and after—carefully—placing Kevin on the bench in the pod he punched in the code and sent it away.

With that bit of precious cargo out of the way. His body became engulfed by the green glow and his lean and untouchable body was swapped out for the comparably massive and stocky body of Diamondhead. His left arm changed shape instantly to that of a blade and the other took on the form of many jagged points. No doubt by now his enthusiastic walk had been noticed by more than a few attendees who had surely fled, and that left only trapped gladiators and the ringmaster of this pathetic show.

The corridors began to move, a pathetic ploy to keep him from the man behind it all, the machines were of little concern. He could cut through them with the ease of cutting through air.

"Attention all gladiators. Whoever slays the form changing one will win the ultimate prize, their freedom!" The voice of the pathetic worm came over the loudspeaker and soon came the riff raff.

If the machines were pointless and little more than a bore, then they at least were the option that kept the halls clean and gore free. For one after the other gladiator came at him some with weapons others without, but none capable of so much as scratching his diamond hide.

He rounded what would be the last bend after climbing the final flight of stairs—having forgone the lift system—he saw the only face he could attach a name to in this infernal place.

"Move aside Technorg."

The Vulcan leveled his mace arm at the Tetrasapien, "You denied any right to command me before. Now I fight for my freedom."

The tall alien began its charge, the whole time Diamondhead remained perfectly still, even reverting his arms back to their grasping form. Still he remained as the charging alone grew nearer and nearer. He made not even the slightest flinch as Technorg raised his arms and moved to bring it down. No he moved now one inch. Instead, his body exploded outward in a mass of expanding jagged crystals that tore at Technorg. Like a tenderizing mallet punching though weak meat, the alien was no more and Diamondhead, now covered in the purple gore stepped atop the bloody mess to the sealed vault door that kept the orchestrator safe.

"Stop! Stop right there! If you enter this room I shall jettison all escape pods!"

The rock alien took three steps away from the door and just as the leader prepares to issue more commands the Tetrasapien spartan kicked the door inward. Sending the thick plate into a direct collision with him.

The force tore apart his console, and it continued to push him further until both slammed against the far back wall.

The machine man attempted to raise himself only to look up just in time to see the raised foot of his killer about to come down over his head. Which left him only enough time to issue two more commands.

And just like that he was gone. Ear asked from this life as easily as one would an ant or some similar insect.

Diamondhead dared not revert form just in case more tricks laid afoot, but he felt the sudden lurch of the ship. He looked back behind him and felt the glow wash over him as he changed into Ghostfreak, quickly he sunk into the floor and moved back to where the escape pods would have been, only to find them all deployed.

He would have asked what could possibly make this situation any worse. Only to find himself disconnected from the ship as everything around him changed axis, and walls shook. Though that was only mildly disconcerting. So without much more thought on the matter he phased through the walls...only to be stunned when he found himself staring at the vast red rocky and rocky deserts of Khoros.

**June 21st, 2005, 10:44**

Max and Gwen kept searching the field, a growing panic between the two. Just what had happened?!

"Gwen look out!" Called Max, causing Gwen to look around before spotting the incoming satellite, her powers acted of their own accord and sent her and her grandfather sailing back just as the pod crashed into the field.

Of the two of them, Max rose first and slowly approached the pod with years of developed caution.

The doors on it hissed for a moment before screeching open and revealing poor Kevin huffing as he clutched his ribs, and not a sign of Ben to be had.


	18. All Quiet on the Western Front

**A/N: **_Greetings! I want everyone to know that the ending might seem INCONCEIVABLY convenient, but I promise it isn't what it seems. Also you may not like how I've changed the order of episodes in season too with this one, but I hope you understand my decision in doing so..._

_Next Episode/Chapter: Gwen 10: The Rewrite?_

_See you then! _

**Chapter 18: All Quiet On The Western Front**

**June 21st, 2005, 10:46**

Max had quickly pulled Kevin off the crashed vessel and carried him into their mobile transport.

Gwen, more than a little confused and very fed up with this, stomped her foot, a soft violet and blue light emanating from her stomp shaking the Rustbucket. Max stopped his quick observation of the young boy's injuries to turn and look at his granddaughter, it was unlike her to suddenly act...well, like a brat.

"What's wrong honey?"

"What do you mean what's wrong!? Kevin's back, but Ben's still not here!"

Max would have rolled his eyes at the obvious statement, but he could see the worry basically rolling off of her in waves. It was almost palpable in the air. They had been worried about Ben. About his actions and the way he used the device in his wrist and how far he was willing to go, like he was a different person essentially. He had wanted to sit down and talk it through but so much had happened and so much had driven them apart. The ground they stood upon concerning Ben was more relatable to a thin sheet of ice over water. They had to build up that confidence before they could get him to open back up.

"I know honey, and the sooner he gets better the sooner he can tell us why that is."

Gwen wasn't happy. Not at all. Not at Kevin disturbing the rickety peace. Not at Ben for resorting to a fist fight with a kid. Not even with grandpa because he couldn't solve her problems for her. But in that lie her issue, she couldn't fix her problems—any of them really—and those around her couldn't fix them for her. It was an entirely new thing in her life. She wanted to make her parents happy? She did well in school. She wanted to be able to defend herself from smelly Kirby Bates, she learned Karate. She wanted to avoid a summer of aimless nonsense; she made a color coded chart to ensure she made the most of every day—she chose to ignore the fact that in that instance her plan had fallen through.

But here she was. Almost twenty days into summer vacation and she was failing at just about every turn! It was infuriating. It was embarrassing. And worst of all she had a means to change that…

She had the charms Ben had acquired from their magic opponent not so long ago. He had so casually handed them over and had done nothing to prevent her from becoming a hero herself. But here she was doing nothing…

The ringing of the rust buckets mobile phone brought her out of her pessimistic thoughts, her eyes moving to Grandpa Max who chose to ignore the phone in favor of looking over Kevin. He seemed to have quickly gotten over her sudden tantrum, leaving her to answer the phone.

"Hello?"

"Hi Gwenny...is Benny there?" Spoke the voice of someone Gwen was equal parts relieved and horrified to hear.

**Ju'Nai 7th, 103rd Year of Kallar, 13:56**

The Ectonurite was more than a little fed up at the fact that he had been effectively marooned. That sore loser had somehow remotely activated the ship's hyperdrive and without any set location or improperly set location might be more apt, he was now floating over the wreckage of some gladiatorial battle ship that had seen much better days.

But that was already a forgettable tick mark on the grand scale. He was marooned. He had no way to secure communication with earth or plumbers or galactic enforcers units nearby. Adding to the headache his knowledge of the Tetramand homeworld was scarce at best, and slim to none at worst. His body moved through the warm air, the blazing sun tingling even through his protective skin layer. Being an Ectonurite came with so many pros that one could often forget about the few drawbacks.

His pale hand came up to cast a shadow over his violet eye and he looked skyward. True enough there was only one sun, but it felt like seven bearing down on him all the same. It was a trade of sorts, the green shine spread across the open landscape and from it emerged the red giant. Four-arms came crashing down with a muted this as his feet met sand, the grains rose into the air with a dust cloud for a long seconds before settling.

All four of his golden eyes looked toward his outfit. The usual tight fitting black pants with white shirt with a black accent. On earth this would have been pretty normal, on most any other world really. But in Khoros he looked too much like an outsider. Like some lost tourist or something. But there wasn't much he could do about his attire...unless he fancied traveling the harsh desert naked.

It probably meant something if you laughed at your own jokes but Four-arms didn't really care, instead he took one final look at the downed ship of his most recent adversary before bending his legs and taking to the air with one mighty jump.

**June 21st, 2005, 11:14**

The on sight paramedic took Kevin without too much of a hassle, but Max still wasn't looking forward to answering many questions about how the boy came to be injured—considering he had no clue and therefore couldn't lie to a degree of honesty.

Meanwhile on the other side of the lobby sat Gwen who had her custom arm brace on with her three preferred charms attached, and a spare in her hand—that her thumb was doing its best to wear away.

Beside her was the dark skinned pain in her neck Mandy Blake Evans.

Miss Evans had called them, apparently Mandy's dad had been found on the roof of the hospital and upon entering the facilities had attempted to run away with his comatose daughter despite the warning of the doctors. He was caught by hospital security and questioned about his manic and hysteria filled episode. He failed to provide a valid excuse, going so far as to claim he had been confronted by someone and he believed his daughter's life was in danger. Of course no security cameras caught sight of his assailant but they did catch footage of him screaming at thin air and recklessly endangering his own life by flinging himself over the railing. They had taken him away for help. Mrs. Evans and the young Evans boy accompanied her father upon her behest, which meant she would return to accompany Max Tennyson.

But little did Gwen know Max had been filled in on a much scarier story. While the hospital staff did in fact believe Mr. Evans t be mad, Max had gotten a short chance to speak with the man everyone claimed was deranged and what he heard was indeed very terrifying. The man told Max of how he'd been assaulted by an Ectonurite. Max was...unhappy, unsure, and wary. He promised to look after the young girl until he got out.

Meanwhile, Gwen would like to say she had nothing against the girl. But she wasn't one for lying if she could help it. So she wouldn't, especially not to spare Mandy of all people's feelings. In fact she would almost assuredly take immense satisfaction finally telling this girl off. She just had to find a way to do so.

As if the Australian American had read poor Gwendolyns very thoughts, Mandy's head turned to her and an all too sweet smile graced her face, revealing sparkly teeth just past her lips, it was a silent claim that she knew exactly what Gwen thought of her and welcomed the challenge. Gwen was so very tempted to use one of her charms to get even with the girl. Whatever 'even' meant. But a fear she couldn't quite place made her stay her hand.

"So Gwenny, aside from being very timely with picking me up you haven't done much to fill me in."

It was a hidden jab at her, or not accurately a way for Mandy to let Gwen know that she was taking notice of the girl ignoring her, being more hostile and whatnot. Mandy didn't think much of it, before Gwen came into possession of the charms she was less than a speck of dust behind the couch, and with them? It was funny, she knew Ben had taken down an experienced user of the charms before and whether or not Gwen knew she wouldn't act against Mandy. It was that subconscious fear. Like a parent afraid of breaking their parents tools or Knick knacks, it didn't end well.

Gwen gave the blue-eyed girl a mean glare before rising and leaving to join Max.

**Ju'Nai 7th, 103rd Year of Kallar 14:37**

The battle was never going to be in their favor. It was their band of twelve against an entire tribe which likely numbered in the higher tens if not a few hundred. Even now facing off against this pitiful six man scouting party they were getting slaughtered. Of the twelve of them four were dead, and six injured—possibly beyond help the battle was too frantic for him to really get a clue on their injuries. But all the same here he was running behind their leader as three armed scouts that roared like feral beast.

Yes here he was running behind their leader, stronger than all of them put together and then some, charismatic enough to convince them to run suicide mission like this one, and braver than any tetramand he'd ever spoken to before. So here he was—a simple medic—running against a charge, outnumbered, outgunned, in a manner of speaking, and generally outclassed. But...even if he fell today...even if he never felt the warm morning sun or the chilling evening air on his dark orange skin ever again...he'd be alright with that...if only because he was following her.

A loud whistle somehow pierced the battle focused tetramands ears and even though they all kept in charging the medic and his leader stopped as something came crashing down from the sky and kicked up a cloud of dust so big you'd think one of the four moons had come down onto the planet.

Fortunately three tetramands saving their arms around had the very nice effect of clearing dust from the air...which meant everyone had the view of the also very oddly dressed tetramand that stood atop one of the scouts. He stood just over ten feet tall, so about average, and he wore black and white which wasn't odd in and of itself but the style of dress was...well otherworldly was possibly the best way to put it.

The other three scouts ran close to their friends and paused at the sight of this new tetramand rising and cracking his neck, his four golden eyes narrowed and he moved his left foot up and down as if testing the ground. He then looked down and his shoulders slouched, a chuckle shook his shoulders as he stepped off the scout he'd landed upon and with just one arm he pulled the twitching body up to his feet.

"Sorry about that, can't really control landings all that well. You alright?" He asked casually as if this was some common occurrence.

He received a low moan before the scout fell over with drool running out the corner of his mouth, one of his tusks appeared broken and his thorny skin seemed pale. The newcomer turned to look at the medic and his leader and gave them a shrug before turning back to the remaining five scouts. The medics leader was about to call out in warning but even before he fully turned around one of his arms moved like a storm bolt and grabbed the spear that was about to stab into his exposed side. His gloved hand tightened around the shaft near the spear point. The iron wood creaked under the pressure and the air seemed to grow cold as the newcomer slowly turned his head to fully face the scout that had attempted to murder him.

"That wasn't very sporty." Was what he said before he ripped the spear from the dark maroon skinned tetramands hand and spartan kicked him into a cliff a hundred and seventy yards away.

The remaining four gaped until finally their senses returned to them and they readied their respective weapons. Another spear wielder reared his and threw it with enough force that the sand below it was moved apart as it made its way toward the newcomer who remained still as stone until he swung his stolen spear and smacked the weapon out of the air. His scowl was predatory as he stalked forward.

The now weaponless one growled and charged arms readied for grappling only for his target to spin the spear around so that the shaft point out and then he rammed the dull staff into the poor scouts abdomen, the air escaped his as he clutched his sunken midsection and all awareness of the world outside banished as he choked on nothing, only for a moment before he was backhanded into the dirt and stomped upon.

The two remaining scouts shared a look before turning and readying to jump away, just as one was ready to ascend the stolen spear dug into his thigh, it stabbed clean through. His pained yell echoed over the desert as he fell to the ground clutching the wounded leg. His fellow scout was torn for a long second before he chose to abandon his comrade, though he hesitated for too long, the newcomer had charged in and gotten the final scout in a headlock, the two muscular arms perfectly cradled his head in a way for optimum pressure to the air way, all four of the scouts hands clawed and scratched at his assailant to a futile effort and after a long moment the scout was unconscious.

The newcomer dropped him to the ground and looked back to the medic and his leader.

The change was sudden, like a brief darkness that had come over him had vanished. His smile could fool anyone who had not just witnessed what he had done.

**June 21st, 2005, 11:56**

Gwen looks over a slumbering Kevin resting in Ben's bunk before looking toward the front to see an unusually stoic Grandpa Max gripping the wheel with both hands and a very set jaw with set eyes and she didn't ignore the fact that were breaking the posted speed limit by a not so marginal amount.

But all of this was ignorable and all around less annoying than the fact that Mandy was all too happy to accept this as common place and sit at the table reading a book—her book—while unconsciously picking and pulling at the tight fabric of the blue top and jeans—her blue top and jeans.

Gwen stood and hastily made her way to the table lest some accident happen or Max suddenly swerved without warning. Again. The blonde gives her a look from the corner of her eye before returning to the book with a slowly growing air of boredom.

"I want you to break up with Ben." Gwen says she is not sure where it comes from. She is not sure why that's what she chose to start with. But it's the first thing she's said to Mandy with an absolute air of command and left no room for back talk. Only now does she recall first meeting the girl and seeing the chance for friendship. How quickly that had vanished.

"No."

Gwen seems floored by the simple response. She had felt so certain of herself, so commanding. But Mandy just proved how worthless her words could be. But what really threw her off was how casually Mandy denied her. The girl hadn't even looked up from the book she clearly wasn't interested in, she hadn't sounded hesitant in her reply, and worst of all she spoke with ten times the power and command that Gwen had.

Clearing her throat Gwen tried again, "You aren't—"

The book slams closed this time, cutting Gwen off. The hard cover is set gently on the table and Mandy turns to face Gwen. Their eyes meet and despite the gentle facade Mandy wears Gwen can feel the looming weight behind that stare.

"Let me stop you there. You, Gwenny, do not know me. And from what I've seen over our admittedly short time together. You know Ben even less. So keep your lectures to yourself."

Gwen can feel the warmth come from the three charms on her arm brace. She can feel whatever it was she felt when she confronted Phil come to life deep inside. And it scares her. She feels her control waver, it bends against the urge to just...lose control. To let that power solve the cause of her headache. But that wouldn't really solve anything, even if it felt great no feeling that fear for a moment.

She breathes in deeply through her nose before raising her arm and showing off the charms.

"Ben gave these to me. He has faith in me. What do you have?"

Mandy snickers, "I'm so happy you feel important Gwen. Ben likes you and Max, and the fact that his little gift to you has given you all this undo confidence would make him proud." She says equal parts confident and sarcastically. Gwen isn't sure which part is authentic or not.

**Ju'Nai 7th, 103rd Year of Kallar, 14:40**

Four-Arms latches the final strap of the forearm guard. His chest bare except for a black bandolier with a shoulder guard on his left and a tattered back cape that barely reached the small of his back that covered his right pectoral, twin side thigh guards, and silvery ankle and wrist guards with a large sword strapped to his back. Looking over his shoulder he saw the two other Tetramands were still there just staring at him.

"Well you haven't attacked me yet, so you might as well introduce yourselves."

The two look between themselves and Four-Arms instantly notices the tiny differences. The taller of them is female, she wears more furs and leathers and straps than any of the others he's seen and has smooth black hair with uneven ends. Her four eyes are pale blue, and a scar travels down from her temple to her bottom lip. She was taller than him, fourteen feet tall at most, or four-hundred and twenty six odd centimeters if he got his conversions right. Her arms, all four of them, are bare excluding the dark cloth bandage wraps around the palms and wrist. She has twin blades attached to her hips and a triple set of javelins slung to her back. The most seemingly pointless trinket she had was a golden buckle she wore on her bandolier, a solid gold ring with red ruby like gems set all along its rim.

Beside her stood possibly the shortest tetramand he'd ever seen. Just over eight feet, a runt if ever there was one. He was scrawny, and looked meek from a distance if only barely. He bore his upper torso to the world but his biceps and forearms were wrapped tightly in beige gauze, and he wore an old looking fur loincloth with a studded leather belt. His legs were also bare except for the left one that had many metal rods piercing it, leaving him unsure if it was a decorational or a mandatory procedure. Attached to the belt were several pouches the contents of which are unclear at a glance. His skin also differed, a dark orange opposed to much more common red one could see on ninety-eight percent of the Tetramands population.

As if coming out of their stupor the female turned to the short one and pointed behind them, where Four-Arms only now took note of the fallen, as the small one moved to check on his fellows he removed a small stone trinket from one of the pouches that emitted a dark blue light, it brought back distant hazy memories of seeing similar tools in use by field medics that were very under supplied and unprepared. Though he didn't get much time to think about this as the tall woman was making her way over to him, slowly and non threateningly.

"Greetings offworlder, I am Themyscira; leader of the Rebels." Her introduction was scarce and wanting for deeper details but he relented that should the roles be reversed he'd offer little as well.

"Names Arbet. Wanna tell me what I just got in the middle of?"

Themyscira simply laughs at the poor tetramand for a long moment, finding his ignorance regarding their planet's situation equally funny and troubling. Just how many more offworlders littered the stars unaware of the strife that plagued the mother world?

Arbet didn't say much as he watched the tall woman laugh at his question before her delight ran dry leaving only a simmering ember of worry and fear. She stares into his golden eyes for a long moment. Her gaze turning over her shoulder to the slow moving medic checking on the fallen. She couldn't help but wonder if it weren't for this offworlders timely intrusion, would she still be breathing at this moment? Some deep dark part of her mind whispered that yes she would still be breathing. Breathing the stale air from behind bars while she awaited punishment...or worse.

"Greetings to you Arbet, I am most pleased to inform you that thanks to your actions the Rebel forces remain to fight another day."

That catches his attention, like a comet streaking across blackest sky, he's caught in her words. She goes on to tell him of the hardships that have befallen their people. She tells of the civil war that came when the overlord and overlordess came to blows and were met with a stalemate. Her story captures it all. The three months of drawn out battles in the royal colosseum, ninety-three fights had taken place. And ninety-three times those fights ended in deadlock.

The overlord Khorro' Khan, great grandson to the even greater Kakarot Khan whose lineage was still ruling the planet, was a sensible one, he split the planet and gave half to his equal. But the overlordess Korra Kain was stubborn, and demanded more fights to prove herself greater. He declined any further waste of his time and simply told her to be off, partially saddened by the loss of his love. But he couldn't keep her at his side if she had the potential to grow better. The fights didn't stop, for of course they would not. The tribes scattered across the great sand plains were less than pleased to hear of their new leadership and attempted coups and such frail attempts at gaining independence for their respective tribes, but one by one over the course of four years the tribes were culled and the planet now truly divided. Supporters of Korra claimed that the Tetramands had lost their way. Their structures once a simplistic beauty, and battles a testament to strength of body, mind and spirit. While those in favor of Khorro believed in advancement. Greater feats of engineering and purpose behind their struggle. A fight would always be a fight. But a fight with purpose beyond oneself would always hold more weight.

Arbet had learned all of this from Themyscira, he had listened intently and even offered his aid in moving their injured back to the camp. The day had gone, and night was now upon them. He had the pleasure of meeting Themyscira obviously, she had even extended him the courtesy of referring to her as Themy, he'd spoken to the kind doctor Swuall, apparently he was the sixth best doctor currently on Khoros. Quite the feat considering what They had claimed many the doctors under Khorro to be capable of. He'd also learned doctors following Korra were far more…primal in their practice. A pinch of crushed herbs, some smelling salts, air essence, they were closer to being called shamans than actual doctors.

That aside he'd talked to a few of the injured, Kquell, Ginggur, Du' Kisen, were the most interesting seeing as they were triplets, their story of the tribe being taken over by Korra's raiding bands was already enough to sway him away from her cause, add it to everything else he's heard and he'd not look twice if someone gunned her down in her own throne room.

His upper left arms came up and dragged itself across his mouth, the rations Themy offered weren't much to write home about—not that he could mind you—but they quenched his thirst and sated his hunger so that was a plus. His four golden eyes shimmered slightly as they caught the campfires light. With a groan he rose from his place by the warmth and moved to the edge of camp, Swuall and Themy quickly came to him, partially worried, and generally hesitant to let their newest arrival depart. They were trusting, not stupid.

"Arbet, where do you head?" Themy asked, mentally preparing herself to lunge after the tetramand should he make a run for it; though somewhere deep in her mind she questioned if she could actually stop him.

Arbet crossed his four arms as his head tilts up to the stars, "I've been away from home for too long, and the last time I vanished like this...well, I'd rather just say it ended pretty poorly."

Swuall seemed to finally find his voice as he asked, "And to where will you head? You mentioned your ship crashing and being seemingly beyond repair! How will you get off world?"

The Omnitrix wielder uncrossed his arms, he didn't have any form that could cross the distance in a reasonable amount of time so he had come up with a plan B of sorts.

"I'm going to move inward toward the heart of Khorro's territory and hope to find a vessel preparing to leave."

It was mostly true, though if he couldn't actually find anyone ready to leave, he figured he'd just steal one...not very hero like but he felt anxious being away from Earth without any way to communicate.

He smiled at the group of rebels. They reminded him a bit of the plumbers from his time, the way they banded together fighting for their beliefs. But then it struck him.

"You seem to support Khorro, why not join up with him?"

Themyscira looked away, seemingly hurt by the question. Her jaw was set tightly as her fist trembled at her side. Her body trembled from a seemingly unknown urge to act.

Swuall simply looked sullen, "She was a General for Korra, but she abandoned the overlordess after she had been order to assign a hunting party to a death run."

The tall female tetramand glared at the doctor, he was telling a story not his own, and she would not allow it!

"What right have you!?" She began, turning to fully face him ready to act upon her rage—however misplaced it seemed.

A hand landed on her shoulder, her head whipped around and found Arbet holding her. His fingers tightly gripping her shoulder pauldron.

"I shouldn't have pried, but curiosity got the better of me. Don't take out your frustrations on Swuall."

She trembled, not from fear but rage; not a hot anger at the outworlder but at herself.

She pulled herself free before looking hesitantly at her trusted ally, shame filled before she bowed her head to the tetramand and once to the newcomer, she had many thou ck tango deal with now.

As she left Swuall gave Arbet a sad smile and wished him well before returning to his camp duties.

But just as everyone in the camp was starting to find themselves in their own heads a bright green flag drew their eyes. Where once had stood a tall and proud warrior was now a lean kineceleran, and all the armour Arbet had taken from his earlier encounter lay scattered at the blue creatures feet. It's narrow head turned to them before it's black lips climbed up to make a smile before the faceplate slammed shut and it sped off into the rocky desert toward the capital.

**June 21st, 2005, 13:39**

Mandy looked over her shoulder, Kevin was still passed out, Gwen was ignoring her, and after pulling up to an abandoned oil rig Max had disappeared into the rust bucket's restroom.

The day had been hectic, breaking into a museum to steal a small mask with odd gems for eyes only to be confronted by knights of all things and then robbed by those jerks.

Her fingers picked at the clothes she was wearing, Gwen had been gracious enough to lend her a shirt and pants while she waited for her mother to send some new clothes to her, but the colors suited her poorly, the shirt was tight in the sleeves, chest, and the neckline was a tad scratchy, plus the hem of the shirt left her middle exposed a bit more than she felt any eleven year old should really show. The pants were better in that they fit just a little looser, though they ended an inch and two quarters from her ankle so…

Her musings were cut off as Max exited the restroom in...a blue and black jumpsuit with a utility belt?

"You kids stay here, I need to stop this."

And there it was, the ever intriguing but so immensely useless 'this' as if simply saying it as your primary descriptor rendered all need for context null. It would have driven her up a wall in most cases. But fortunately someone else was ready to make themselves the fool in her stead.

"'This' what exactly? You've been saying that everytime I ask for over an hour!"

Mandy was ready to see the soft and hurt look come over Max, she reasoned he cared deeply for his grandchildren. The man had a big—bleeding—heart. But to her surprise no, he remained just as cold and calculating as a certain other Tennyson she knew.

"Gwen, what's going on right now has no place for kids playing hero, so stay here." He said before leaving the recreation vehicle and moving toward a shack in the distance.

The man might have been old, but he was plenty agile as he crossed the distance as quickly as someone had his age, but Mandy turned back to the fiery haired girl standing near the comatose Kevin.

"So that's it?" Mandy asked, resting her cheek on the palm of her hand.

Gwen said nothing, but her eyes betrayed her as they glanced at the girl from the corner of her vision. Mandy took it as a sign to continue.

"You Have those fancy rocks, he has his special little toys, and whatever is going on is enough to put him into auto soldier mode. Don't you think he needs the help?"

Gwen turned, confused, "Help him how, you heard why he said, this is no place for kids…" she cut herself off. Her tone had been growing bitter the closer she got to those words, and the anger brewing inside was making her irrational.

"Has that stopped Benny once this whole summer? He stopped so many things that he had no business in, he wasn't playing hero. He is a hero." Gwen took note of the way Mandy spoke about her doofus cousin, the almost warm tone she had when it involved him, "So stop moping and show him you aren't playing! You're Lucky Girl!"

Gwen felt her cheeks flush, the more she though about it, the more that name embarrassed her, but...for once...Mandy was right.

Smiling Gwen reaches behind her, pulls open a drawer, and removes from within a violet colored mask and dawns the cat like face cover before sprinting out of the RV. Leaving Mandy to stare at the remaining stones not equipped to the brace in the girl's arm.

For some reason Gwen could only use three stones at a time unlike Hex who could use them all. It was good for thought for certain, but before that…

Her fingers wrapped around the nearest stone talisman and her thumb glided over the carvings on its face. So many questions. So little time.

**Ju'Nai 8th, 103rd Year of Kallar, 05:31**

The speedy kineceleran has come to regret his choice very quickly. He was making progress yes, but his thighs, calves, knees, feet, basically his entire lower half felt dead despite his work to increase his stamina and endurance. He'd been so focused on his exhaustion that when the dial in his chest suddenly flashed yellow it ruined his focus and he missed the protruding bone or rock in the sand that sent him flying just as he was approaching the gates.

His body spread through the air much too fast and he acted on instincts to prevent harm or undo pain to himself and changed form to Diamondhead just in time to smash through the gates with a thunderous clang of metal and the slowly rising cloud of dust. His rocklike body bounced on the sand a few times before he skidded to a stop at the feet of a grey skinned alien in a yellow suit with a white cape and eyes. The same alien looked down at him with a raised eye ridge. Clearly surprised.

**June 21st, 2005, 13:56**

Gwen looked over her shoulder into the seemingly bottomless hole, where her grandfather clung to the ring for dear life while she floated leisurely above it with two burning hot flames in each hand, her gaze moved toward the odd guardian the Forever Knights seemed to be controlling using that absolutely ancient sword. The hilt was simple enough, flat rounded end pommel with a sunken center, dark leather wrappings all along a presumably wooden handle, the cross guard was a very intricate golden stylized face of someone screaming with ruby eyes and a very wide mouth that had diamonds for teeth; and the pointed solid gold ears of a demon that went out in an upward sweep. And that was the very impressive base of the weapon seeing as the blade was simple steel that was chipped and rusted and seemingly ready to fall apart at the appearance of a strong gust of wind.

"You abilities are trivial girl, with this tool I shall be far in a way insurmountable!"

Gwen scoffed, if Ben were here right now the tin man's pretty moving statue would be dust already. But Ben wasn't here, and despite the mean things grandpa had said, and the rash way he acted...she wasn't going to let him get hurt!

Her hands extended forward and with a grunt of exertion the two burning balls in her hands combined and from them came rushing out a plume of flame so great it shone blue in places as it washed over the stone beast. She was able to maintain that level of output for a second, possibly a second and three quarters, before the flames died and she had to grunt in pain as she had rightly exerted herself. She knew she had a hard limit. She just wasn't sure where that limit really stood so far.

Her flight began to fade as she sunk to the floor, her sight obscured by the slowly retreating cloud of dust and smoke she had created.

What she saw was frightening. The beast was essentially no worse for wear but now his rock body was glowing a molten orange from the heat of her fire. Its roar echoed in the chamber as she bit back a sob, she was forcing something up from deep within her spent pools of power, drops were drops but in this case drops could mean the difference between life and death!

Fortunately despite her slow pull of her remaining mana the creature never reached it's mark as a bolt of lightning; an honest to goodness boot of white and purple tinged lightning! Struck the creature's leaping side and sent it flying with a boom. Both Gwen and The fancifully dressed Knight turned to see a sour looking Kevin holding his side with his left arm out with three fingers extended with the remaining two tucked into his palm overlapping one another. Behind him was a very pleased looking Mandy who had both hands on her hips.

At this point Max has pulled himself back up from the edge of the hole and was looking mighty pleased at his group of kids.

"Give up!" The knight cried out, and Gwen only now realized they hadn't caught his name yet, "The beast is mine! The weapon is mine! The power is all mine!" He shouted to great effect as he raised the blade high above his head, the steel corroding at a now visible rate as the gems eyes glowed intently.

The beast threw its head back and a cry of pain and hate reached them all as the creature clawed at its own face. The stone grinding against itself as chips of its slowly cooling surface came flying off. It looked as Kevin and began its rush at the boy.

The dark haired boy crouched with a pained wince and his hand went flat against the stone floor, his body being covered by the ancient earth. But fortunately for them they wouldn't have to see Kevin take a mad punch as Mandy extended a hand out and one of Gwen's charms flashed bright blue before unleashing a violent tornado. The heavy set creature stood no chance of holding ground as it was lifted straight off its feet and thrown across the large chamber.

Kevin turned to look at Mandy in time with Gwen as they saw the dark skinned girl had a fierce shut eating grin on her face as the magical item continued to glow. Gwen was furious that the brat had taken her charm! And that was assuming she had only taken the one…

"You dare touch me!"

They all turned as the Knight cried in disgust, Max had rushed him while they distracted the beast, and despite the Knight's size he seemed incapable of fending off Max.

Kevin would have happily waited for Max to punch the man's lights out, but he was still in pain and already sick of this, so the stone seemed to retreat from his hand as the sparks grew and danced across his fingers before he ran over to the two arguing old guys, his grip reached the Knight's thigh and a scream of pain echoed as a spasm shook his body, the high voltage just a bit too much for him.

Max ripped the blade free from his hand as he collapsed and threw it to the ground before smashing it with his foot.

They all turned to see the creature cry in agony before it's stone body began to crumble to dust.

Gwen sighed, exhaustion feeling all too much an extra hundred pounds in her shoulders. She couldn't wait for this to be over…

**Ju'Nai 8th, 103rd Year of Kallar, 05:38**

Ben looked between the three members of the newly minted Galactic Enforcers, Últimos, their leader. Tini the Tetramand, newest recruit and muscle. And Synaptak, the brains of the outfit. He had changed back to his human form to prove himself not of this world and request their aid in returning home.

Honestly he was quite lucky that they had showed up here to recruit their newest member Tini. He even if off mostly scot free for ruining the capitals gate when he crashed through. He wanted to say they were just being nice. But he understood not many sentients wanted to make enemies with the wielder of the Omnitrix. And so, just like that, his adventure on Khorros was coming to a close as he prepared to return home!

Or...so he thought...


End file.
